Common use of Organization and Standing Clause in Contracts

Organization and Standing. Buyer is a limited liability company 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 each State where failure to be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this Agreement.

Appears in 12 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement

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Organization and Standing. Buyer is a limited liability company 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 each State state where failure to be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this Agreement.

Appears in 9 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement

Organization and Standing. Buyer is a limited liability company 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 each the State where failure to be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this AgreementLeases are located.

Appears in 5 contracts

Samples: Purchase and Sale Agreement (AMERICAN EAGLE ENERGY Corp), Purchase and Sale Agreement (American Eagle Energy Inc.), Purchase and Sale Agreement (Eternal Energy Corp.)

Organization and Standing. Buyer is a limited liability company duly organized, organized and validly existing and in good standing under the laws Laws of the State of Delaware Delaware. Buyer has the requisite company power and authority to own its assets and properties and to carry on its business as now being conducted and is duly qualified to carry on do business and is in good standing in each jurisdiction in which the ownership or leasing of its properties or assets or the conduct of its business in each State requires such qualification, except where the failure to be so qualified could or in good standing has not had and would not reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this Agreementhave a Material Adverse Effect on Buyer.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Arog Pharmaceuticals, Inc.), Asset Purchase Agreement (Arog Pharmaceuticals, Inc.), Asset Purchase Agreement (Arog Pharmaceuticals, Inc.)

Organization and Standing. Buyer is a limited liability company 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 each State where failure to be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this AgreementDelaware.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Nm Licensing LLC), Asset Purchase Agreement (Nm Licensing LLC), Asset Purchase Agreement (Nm Licensing LLC)

Organization and Standing. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware. Buyer has the requisite legal and is duly qualified company power and authority to carry on its business in each State where failure to be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this Agreementas it is now being conducted.

Appears in 4 contracts

Samples: Common Unit Purchase Agreement (Dolan Media CO), Common Unit Purchase Agreement (Dolan Media CO), Common Unit Purchase Agreement (Dolan Media CO)

Organization and Standing. Buyer is a limited liability company duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and is duly qualified has the power to own its own property, and to execute, deliver and perform this Agreement and each of the Transaction Documents, and to carry on its business in each State where failure to be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this Agreementas now being conducted.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Covol Technologies Inc), Asset Purchase Agreement (Covol Technologies Inc), Asset Purchase Agreement (Covol Technologies Inc)

Organization and Standing. Buyer is a limited liability company duly organizedformed, validly existing and in good standing under the laws of the State state of Delaware and Delaware. Buyer is duly qualified to carry on do business and in good standing in the states of the United States in which the character of the properties owned or leased by it or in which the conduct of its business in each State requires it to be so qualified, except where the failure to be so qualified could or to be in good standing would not reasonably be expected to adversely affect the Assets have a material adverse effect on Buyer or consummation of the transactions contemplated by this Agreementits business.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Iteris, Inc.), Asset Purchase Agreement (Iteris, Inc.)

Organization and Standing. Buyer is a limited liability company company, 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 each State where failure to be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this AgreementDelaware.

Appears in 3 contracts

Samples: Stock Purchase Agreement (SAFG Retirement Services, Inc.), Stock Purchase Agreement (SAFG Retirement Services, Inc.), Stock Purchase Agreement (American International Group, Inc.)

Organization and Standing. Buyer is a limited liability company 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 each the State where failure to be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this AgreementTexas.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Petroleum Development Corp)

Organization and Standing. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to carry on its do business in each the State where failure to be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this AgreementNevada.

Appears in 2 contracts

Samples: Option Agreement (Legacy Communications Corp), Option Agreement (Legacy Communications Corp)

Organization and Standing. Buyer is a limited liability company 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 each State where failure to such other jurisdictions as may be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this Agreementnecessary.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Delta Petroleum Corp/Co), Purchase and Sale Agreement (Delta Petroleum Corp/Co)

Organization and Standing. Buyer is a limited liability company corporation duly organized, organized and validly existing under and is in good standing under the laws of the State of Delaware Delaware. Buyer has the requisite organizational power to own and is duly qualified operate its properties and assets, and to carry on its business as presently conducted. Buyer is duly qualified to do business and is in good standing in each State where jurisdiction in which the character of the business conducted by it or the location of the properties owned or leased by it make such qualification necessary, except for jurisdictions in which the failure to be so qualified could reasonably be expected to qualify would not materially and adversely affect the Assets or consummation of the transactions contemplated by this AgreementBuyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Nutri System Inc /De/)

Organization and Standing. Buyer is a limited liability company duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and is duly qualified has the power to own its own property, and to execute, deliver and perform this Agreement and each of the Transaction Documents, and to carry on its business as now being conducted. Buyer is qualified to do business in each State where failure and is in good standing as a foreign limited liability company authorized to be so qualified could reasonably be expected to adversely affect do business under the Assets or consummation laws of the transactions contemplated by this AgreementState of Pennsylvania.

Appears in 2 contracts

Samples: Purchase Agreement (Covol Technologies Inc), Purchase Agreement (Headwaters Inc)

Organization and Standing. Buyer is a limited liability company duly organized, Delaware corporation validly existing and in good standing under the laws Laws of the State its jurisdiction of Delaware and incorporation or organization. Buyer is duly qualified to carry on its do business in each State jurisdiction in which the character of the properties owned or leased by it or in which the conduct of its business requires it to be so qualified, except where the failure to be so qualified would not have or could not reasonably be expected expect to adversely affect the Assets or consummation of the transactions contemplated by this Agreementhave a material adverse effect on Buyer.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Laureate Education, Inc.)

Organization and Standing. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and is duly qualified to carry on its conduct business in each State where failure to be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this AgreementNorth Dakota.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Forestar Group Inc.)

Organization and Standing. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is a wholly-owned subsidiary of Buyer Parent. Buyer Parent is a corporation duly organized, validly existing in good standing under the laws of the State of Delaware and is the ultimate parent corporation of Buyer and its Affiliates. Buyer and Buyer Parent are each duly qualified to carry on do business, and in good standing, in each jurisdiction in which the character of the properties owned or leased by it or in which the conduct of its business in each State where failure requires it to be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this Agreementqualified.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Electric Technologies Inc)

Organization and Standing. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and is duly qualified has full and complete power and authority to enter into and accomplish the transactions herein contemplated, to enter into this Agreement and to carry on its business in each State where failure to be so qualified could reasonably be expected to adversely affect out the Assets or consummation of the transactions contemplated by this Agreementprovisions hereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Planet Polymer Technologies Inc)

Organization and Standing. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified has all requisite corporate power and authority to carry on its business as now being conducted. Buyer is duly qualified or licensed to do business and in good standing in each State jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified could reasonably be expected to adversely affect or licensed and in good standing would not prevent or materially delay the Assets or consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Atlas Pipeline Partners Lp)

Organization and Standing. Buyer is a limited liability company partnership duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and is is, or will be as of the Closing, duly authorized, qualified and licensed under all applicable Legal Requirements to carry on its business the Business in each State where failure to be so qualified could reasonably be expected to adversely affect the Assets or consummation of places and in the transactions contemplated by this Agreementmanner now conducted.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Kaneb Pipe Line Operating Partnership Lp)

Organization and Standing. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with the power and is duly qualified authority to carry on its business in each State where failure to be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this Agreementas it is now being conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pharmanetics Inc)

Organization and Standing. Buyer is a limited liability company duly organized, validly existing existing, and in good standing under the laws of the State of Delaware Delaware, and is duly qualified has the power to carry on its business in each State where failure to be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this Agreement.as now being conducted. Exhibit 10.17 1

Appears in 1 contract

Samples: Assignment Agreement (Premier Beverage Group Corp)

Organization and Standing. Buyer is a limited liability company duly ------------------------- organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified has all requisite authority to carry on its business in each State where failure to be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this Agreementas now being conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nm Licensing LLC)

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Organization and Standing. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State Laws of Delaware and is duly qualified to carry on its business and is in each State where failure to good standing in such other jurisdictions as may be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this Agreementnecessary.

Appears in 1 contract

Samples: Purchase and Sale Agreement (WPX Energy, Inc.)

Organization and Standing. Buyer is a limited liability company 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 each State where failure to be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this AgreementDelaware.

Appears in 1 contract

Samples: Asset Purchase Agreement (Acme Intermediate Holdings LLC)

Organization and Standing. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and is duly qualified to carry on its business in each the State where failure to be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this AgreementColorado.

Appears in 1 contract

Samples: Purchase and Sale Agreement (PetroHunter Energy Corp)

Organization and Standing. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and is duly qualified or licensed to carry on its do business and in good standing in each State where failure to be so qualified could reasonably be expected to jurisdiction in which the character of its properties owned, operated, or leased or the nature of its properties owned, operated or leased make such qualification necessary except as would not materially and adversely affect the Assets or consummation ability of the transactions contemplated by this AgreementBuyer to perform its obligations hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Career Education Corp)

Organization and Standing. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to carry on its do business in each State jurisdiction where failure such qualification is necessary. Buyer has the full power and authority to be so qualified could reasonably be expected enter into and perform the terms of this Agreement and the other Related Documents to adversely affect the Assets or consummation of which it is a party and to carry out the transactions contemplated by this Agreementhereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Novavax Inc)

Organization and Standing. Buyer is a limited liability company duly organizedcompany, validly existing and in good standing under the laws of the State of Delaware Delaware. Buyer has the requisite limited liability company power and is duly qualified authority to carry cany on its business in each State where failure to be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this Agreementas presently conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Six15 Technologies Holding Corp.)

Organization and Standing. Buyer is a limited liability company partnership 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 each State where failure to be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Goodrich Petroleum Corp)

Organization and Standing. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to carry on its do business in each State as a foreign corporation where such qualification is necessary, unless the failure to be so qualified could reasonably be expected to would not materially and adversely affect the Assets or consummation of 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 1 contract

Samples: Asset Purchase Agreement (STC Broadcasting Inc)

Organization and Standing. Buyer is a limited liability company duly organizedcompany, validly existing and in good standing under the laws of the State of Delaware Delaware. Buyer has the requisite limited liability company power and is duly qualified authority to carry on its business in each State where failure to be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this Agreementas presently conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vuzix Corp)

Organization and Standing. Buyer is a limited liability company corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Buyer is duly qualified to carry on do business, and in good standing, in each jurisdiction in which the character of the properties owned or leased by it or in which the conduct of its business in each State requires it to be so qualified, except where the failure to be so qualified could reasonably or to be expected to adversely affect the Assets or consummation of the transactions contemplated by this Agreementin good standing would not have a material and adverse effect on Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paltalk, Inc.)

Organization and Standing. Buyer is a limited liability company corporation duly organized, validly existing existing, and in good standing under the laws Laws of the State of Delaware and Delaware. Buyer is duly qualified to carry on do business, and in good standing, in each jurisdiction in which the character of the properties owned or leased by it or in which the conduct of its business in each State requires it to be so qualified, except where the failure to be so qualified could reasonably or to be expected to adversely affect the Assets or consummation of the transactions contemplated by this Agreementin good standing would not have a material and adverse effect on Buyer.

Appears in 1 contract

Samples: Purchase Agreement (Loar Holdings Inc.)

Organization and Standing. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws Applicable Laws of the State of Delaware and is duly qualified to carry on its business in each State where failure to be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this AgreementDelaware.

Appears in 1 contract

Samples: Asset Purchase Agreement (Commercial Vehicle Group, Inc.)

Organization and Standing. Buyer is a limited liability company ------------------------- 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 each State where failure to be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this AgreementDelaware.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nm Licensing LLC)

Organization and Standing. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State Laws of Delaware and is duly qualified to carry on its business in each State state where failure to be so qualified could reasonably be expected to adversely affect the Assets or the consummation of the transactions contemplated by this AgreementTransaction.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Empire Petroleum Corp)

Organization and Standing. Buyer is a limited liability company partnership 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 each State where the Assets are located and in each State where failure to be so qualified could reasonably be expected to adversely affect the Assets or consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (New Source Energy Partners L.P.)

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