Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Appears in 24 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sierra Oncology, Inc.), LLC Purchase Agreement (Boston Gear LLC)
Organization and Standing. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of DelawareDelaware with full power and authority to own its properties and assets and to conduct its business as now conducted or proposed to be conducted.
Appears in 7 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Utek Corp), Stock Purchase Agreement (Utek Corp)
Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and is in good standing as a corporation in all jurisdictions where the nature of its properties or business requires it.
Appears in 6 contracts
Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement (Global Energy, Inc.), Asset Purchase and Sale Agreement (Global Energy, Inc.)
Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware.
Appears in 5 contracts
Samples: Asset Purchase Agreement, Unit Purchase Agreement, Share Purchase Agreement (Arcutis Biotherapeutics, Inc.)
Organization and Standing. The Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware.
Appears in 4 contracts
Samples: Supply Agreement (Impax Laboratories Inc), Supply Agreement (Impax Laboratories Inc), Supply Agreement (Impax Laboratories Inc)
Organization and Standing. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Buyer is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary.
Appears in 4 contracts
Samples: Company Stockholder Support Agreement (Nauticus Robotics, Inc.), Voting and Support Agreement (Yellowstone Acquisition Co), Voting and Support Agreement (BOSTON OMAHA Corp)
Organization and Standing. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware, with full corporate right, power and authority to enter into and perform and do all things contemplated under this Agreement and the Other Transaction Documents to which it is a party necessary to give effect to the provisions of this Agreement and such Other Transaction Documents.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Wire One Technologies Inc), Asset Purchase Agreement (Wire One Technologies Inc), Asset Purchase Agreement (Wire One Technologies Inc)
Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Calithera Biosciences, Inc.), Asset Purchase Agreement (Kronos Bio, Inc.), Asset Purchase Agreement (Kronos Bio, Inc.)
Organization and Standing. Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Allstate Corp), Stock Purchase Agreement (Assured Guaranty LTD), Stock Purchase Agreement (Radian Group Inc)
Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite power and authority to carry on its business as now being conducted. Buyer has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Radio Unica Corp), Asset Purchase Agreement (Oro Spanish Broadcasting Inc), Asset Purchase Agreement (Radio Unica Corp)
Organization and Standing. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Logiq, Inc.), Stock Purchase Agreement (Allin Corp), Asset Purchase Agreement (Occam Networks Inc/De)
Organization and Standing. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Lazy Days R.V. Center, Inc.), Stock Purchase Agreement (Thermo Optek Corp)
Organization and Standing. Buyer is a corporation duly ------------------------- organized, validly existing and in good standing under the laws of the State of Delaware.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Nm Licensing LLC), Asset Purchase Agreement (Tci Satellite Entertainment Inc)
Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and is duly qualified to do business as a foreign corporation where such qualification is necessary, unless the failure to be so qualified would not materially and adversely affect Buyer's ability to consummate the transactions contemplated by this Agreement. Buyer has the full power and authority to enter into and perform the terms of this Agreement and the other Buyer Documents and to carry out the transactions contemplated hereby and thereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (STC Broadcasting Inc), Asset Purchase Agreement (STC Broadcasting Inc)
Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of DelawareDelaware and has the requisite corporate power and authority, to conduct its business as presently conducted.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Rubicon Technologies, Inc.), Purchase Agreement (Allscripts Healthcare Solutions, Inc.)
Organization and Standing. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Omega Protein Corp), Purchase and Sale Agreement (Compurad Inc)
Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware with the corporate power and authority to conduct its business and to own and lease its properties and assets.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Interdigital Communications Corp), Asset and Stock Purchase Agreement (Mark Solutions Inc)
Organization and Standing. Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Assured Guaranty LTD), Stock Purchase Agreement (Radian Group Inc)
Organization and Standing. Buyer is a corporation duly organizedformed, validly existing and in good standing under the laws of the State of Delaware.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Hispanic Broadcasting Corp), Asset Purchase Agreement (Hispanic Broadcasting Corp)
Organization and Standing. Buyer is a corporation duly organized, ------------------------- validly existing and in good standing under the laws of the State of Delaware.
Appears in 1 contract
Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has full power and authority to own and operate its properties and to carry on its business operations as presently being conducted, and to execute, deliver and perform this Agreement and all other documents, instruments and agreements contemplated or required by this Agreement.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (SFG Capital Corp)
Organization and Standing. The Buyer is a corporation duly organized, organized and validly existing and in good standing under the laws law of the State of Delaware.
Appears in 1 contract
Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and is duly qualified to do business as a foreign corporation where such qualification is necessary, unless the failure to be so qualified would not materially and adversely affect Buyer's ability to consummate the transactions contemplated by this Agreement. Buyer has the full power and authority to enter into and perform the terms of this Agreement and the 16 <PAGE> other Buyer Documents and to carry out the transactions contemplated hereby and thereby.
Appears in 1 contract
Samples: Asset Purchase Agreement
Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State Delaware. Buyer is a wholly-owned subsidiary of DelawareNYHC.
Appears in 1 contract
Samples: Asset Purchase Agreement (New York Health Care Inc)
Organization and Standing. The Buyer is a corporation duly organized, organized and validly existing and in good standing under the laws law of the State of Delaware. The Buyer has furnished to the Shareholders true and complete copies as the same are currently in effect of (i) the certificate of incorporation of the Company and all amendments thereto, certified by the Secretary of State of Delaware and certified as true and correct by the secretary of the Buyer, and (ii) the by-laws, as currently amended and in effect, of the Buyer, certified as true and correct by the secretary of the Buyer.
Appears in 1 contract
Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State Laws of Delaware.
Appears in 1 contract
Organization and Standing. The Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware.
Appears in 1 contract
Samples: Stock Purchase Agreement (Commercial Vehicle Group, Inc.)
Organization and Standing. Buyer is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of DelawareDelaware and has the full power and authority to enter into this Agreement and perform its obligations hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Liberty Group Operating Inc)
Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of Delaware and has full corporate power to carry on its business as it is now being conducted and to own or hold under lease the State of Delawareproperties and assets it now owns or holds under lease.
Appears in 1 contract
Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer is qualified to do business in each jurisdiction where such qualification is necessary and where the failure to be so qualified would have a Material Adverse Effect on Buyer. Buyer has the requisite corporate power and authority to conduct its business as now conducted.
Appears in 1 contract
Samples: Asset Purchase Agreement (International Remote Imaging Systems Inc /De/)
Organization and Standing. The Buyer is a corporation duly organized, validly existing and in good standing organized under the laws of the State of Delaware.
Appears in 1 contract
Organization and Standing. Buyer is a corporation an entity duly organized, validly existing existing, and in good standing under the laws of the State state of Delaware.
Appears in 1 contract
Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware.
Appears in 1 contract
Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and qualified to do business in the State of Delaware.
Appears in 1 contract
Samples: Asset Purchase Agreement (Beasley Broadcast Group Inc)
Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and is duly qualified to carry on its business in each state where failure to so qualify would have a Material Adverse Effect on Buyer or Buyer's ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer is not in violation of any of the provisions of its certificate of incorporation, bylaws or equivalent organizational or governing documents.
Appears in 1 contract
Organization and Standing. Buyer is a corporation duly organizedformed, validly existing and in good standing under the laws Laws of the State of DelawareDelaware with full power and authority, to own, lease, use, and operate its properties and to conduct its business as and where now owned, leased, used, operated and conducted.
Appears in 1 contract
Organization and Standing. Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws Laws of the State of Delaware.
Appears in 1 contract
Samples: Stock Purchase Agreement (Frequency Electronics Inc)
Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has the full and unrestricted corporate power and authority to carry on its business as currently conducted, to enter into this Purchase Agreement and to carry out the transactions contemplated hereby.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Sunrise Assisted Living Inc)
Organization and Standing. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware., having all requisite corporate power and authority to 3
Appears in 1 contract
Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and is duly qualified to carry on its business in the State of Colorado.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Kansas City Power & Light Co)
Organization and Standing. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State Delaware. Buyer has full corporate power and authority to enter into and perform the terms of Delawarethis Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Tesoro Petroleum Corp /New/)
Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to carry on its business in the State of Colorado.
Appears in 1 contract
Organization and Standing. Buyer is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite power and authority to own, lease and operate the Business and its properties and assets to be used in connection therewith.
Appears in 1 contract
Samples: Asset Purchase Agreement (Daisytek International Corporation /De/)
Organization and Standing. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of Delaware. Buyer has full power and authority to carry on its business as it is now being conducted and to own and operate the State of Delawareproperties and assets now owned and operated by it. [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Appears in 1 contract
Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and is duly qualified to carry on its business in such other jurisdictions as may be necessary.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Endeavour International Corp)
Organization and Standing. Buyer is a Delaware corporation duly ------------------------- organized, validly existing and in good standing under the laws of the State of Delaware.
Appears in 1 contract
Samples: Stock Purchase Agreement (Energy Conversion Devices Inc)
Organization and Standing. The Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware., U.S.A..
Appears in 1 contract
Samples: Share Purchase Agreement (Nuance Communications, Inc.)
Organization and Standing. Buyer is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Parent is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delawareits incorporation.
Appears in 1 contract
Samples: Share Purchase Agreement (Allscripts Healthcare Solutions, Inc.)
Organization and Standing. Buyer is a Delaware corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware.
Appears in 1 contract
Organization and Standing. Buyer is a corporation duly organizedformed, ------------------------- validly existing existing, and in good standing under the laws of the State of Delaware.
Appears in 1 contract