Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Appears in 41 contracts
Samples: Stock Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement (Sientra, Inc.)
Organization of Buyer. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State jurisdiction of Delawareits incorporation.
Appears in 34 contracts
Samples: Securities Purchase and Exchange Agreement (TerrAscend Corp.), Asset Purchase Agreement, Securities Purchase and Exchange Agreement
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State state of Delaware.
Appears in 22 contracts
Samples: Asset Purchase Agreement (Singing Machine Co Inc), Asset Purchase Agreement (Super League Gaming, Inc.), Asset Purchase Agreement (Crown Electrokinetics Corp.)
Organization of Buyer. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware.
Appears in 21 contracts
Samples: Interim Agreement, Asset Purchase Agreement (Bioadaptives, Inc.), Asset Purchase Agreement (Bioadaptives, Inc.)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware.
Appears in 18 contracts
Samples: Asset Purchase Agreement (Crown Crafts Inc), Asset Purchase Agreement (Upexi, Inc.), Asset Purchase Agreement (Foster L B Co)
Organization of Buyer. Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the laws Laws of the State of Delaware.
Appears in 11 contracts
Samples: Asset Purchase Agreement (Janus International Group, Inc.), Unit Purchase Agreement, Asset Purchase Agreement (Innovative Food Holdings Inc)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNevada.
Appears in 9 contracts
Samples: Membership Purchase Agreement (Independence Resources PLC), Stock Purchase Agreement (Rapid Bio Tests Corp), Stock Purchase Agreement (Lexor Holdings Inc)
Organization of Buyer. Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the laws Laws of the State state of Delaware.
Appears in 8 contracts
Samples: Asset Purchase Agreement (Red Lion Hotels CORP), Asset Purchase Agreement (Layne Christensen Co), Asset Purchase Agreement
Organization of Buyer. 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 or lease and to operate and use its properties and assets and to carry on its business as now conducted.
Appears in 8 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Allscripts Healthcare Solutions, Inc.), Asset Purchase Agreement (NantHealth, Inc.)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware with full corporate power to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it.
Appears in 7 contracts
Samples: Purchase and Sale Agreement (Berry Petroleum Co), Stock Purchase Agreement (Charles River Laboratories International Inc), Stock Purchase Agreement (Marketing Specialists Corp)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the corporate power and corporate authority to own or lease and operate its assets and to carry on its businesses in the manner that they were conducted immediately prior to the date of this Agreement.
Appears in 6 contracts
Samples: Stock Purchase Agreement (Saks Inc), Asset Purchase Agreement (Saks Inc), Stock Purchase Agreement (Middleby Corp)
Organization of Buyer. Buyer is a corporation duly organized, validly --------------------- existing and in good standing under the laws of the State of DelawareDelaware with full corporate power to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it.
Appears in 6 contracts
Samples: Stock Purchase Agreement (Mac-Gray Corp), Stock and Asset Purchase Agreement (Mac-Gray Corp), Stock Purchase Agreement (Mac-Gray Corp)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Appears in 5 contracts
Samples: Plan of Reorganization and Stock Purchase Agreement (Modavox Inc), Plan of Reorganization and Stock Purchase Agreement (Modavox Inc), Stock Purchase Agreement (Fairchild Corp)
Organization of Buyer. Buyer is a corporation duly limited liability company organized, validly existing and in good standing under the laws Laws of the State of Delaware.
Appears in 5 contracts
Samples: Purchase and Sale Agreement (TGT Pipeline LLC), Purchase and Sale Agreement (SemGroup Energy Partners, L.P.), Purchase and Sale Agreement (SemGroup Energy Partners, L.P.)
Organization of Buyer. Buyer is a corporation duly limited partnership organized, validly existing and in good standing under the laws Laws of the State of Delaware.
Appears in 5 contracts
Samples: Purchase and Sale Agreement (Targa Resources Partners LP), Purchase and Sale Agreement (Targa Resources Partners LP), Purchase and Sale Agreement (Targa Resources, Inc.)
Organization of Buyer. The 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 (Jupiter Wellness, Inc.), Asset Purchase Agreement (Jupiter Wellness, Inc.), Asset Purchase Agreement (Digerati Technologies, Inc.)
Organization of Buyer. Buyer is a corporation limited partnership, duly organized, formed and validly existing and in good standing under the laws Applicable Laws of the State of Delaware.
Appears in 5 contracts
Samples: Purchase and Sale Agreement (Sanchez Energy Corp), Purchase and Sale Agreement (Sanchez Production Partners LP), Purchase and Sale Agreement (Sanchez Production Partners LP)
Organization of Buyer. Buyer is a Delaware corporation duly organizedincorporated, validly existing existing, and in good standing under the laws of the State jurisdiction of Delawareits incorporation.
Appears in 5 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (SilverSun Technologies, Inc.), Asset Purchase Agreement (SilverSun Technologies, Inc.)
Organization of Buyer. Buyer is a corporation limited liability company, 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 (Sg Blocks, Inc.), Asset Purchase Agreement (Ammo, Inc.), Asset Purchase Agreement (Ammo, Inc.)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Day International Group Inc), Stock Purchase Agreement (Mercury Finance Co), Stock Purchase Agreement (Frontier Insurance Group Inc)
Organization of Buyer. Buyer is a corporation limited liability company duly organized, validly existing existing, and in good standing under the laws Laws of the State state of Delaware.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Alpha Natural Resources, Inc.), Purchase and Sale Agreement (Natural Resource Partners Lp), Purchase and Sale Agreement (Alpha Natural Resources, Inc.)
Organization of Buyer. Buyer is a corporation duly organized, validly existing --------------------- and in good standing under the laws of the State of Delaware.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Coinmach Laundry Corp), Stock Purchase Agreement (Coinmach Corp), Asset Purchase Agreement (Coinmach Corp)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the corporate power and authority to own or lease and operate its assets and to carry on its businesses in the manner that they were conducted immediately prior to the date of this Agreement.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Catalyst Health Solutions, Inc.), Purchase Agreement (Photomedex Inc), Purchase Agreement (Aon Corp)
Organization of Buyer. Buyer is a corporation limited liability company duly organizedformed, validly existing existing, and in good standing under the laws Laws of the State of Delaware.
Appears in 4 contracts
Samples: Securities Purchase Agreement (OppFi Inc.), Stock Purchase Agreement (Kingsway Financial Services Inc), Stock Purchase Agreement
Organization of Buyer. Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State Laws of Delaware.
Appears in 4 contracts
Samples: Equity Interest Purchase Agreement (American Realty Capital Healthcare Trust Inc), Equity Interest Purchase Agreement (American Realty Capital Trust V, Inc.), Equity Interest Purchase Agreement (American Realty Capital Properties, Inc.)
Organization of Buyer. Buyer is a corporation limited partnership duly organized, validly existing existing, and in good standing under the laws of the State of Delaware.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Lodgenet Entertainment Corp), Asset Purchase Agreement (Tidel Technologies Inc), Asset Purchase Agreement (Tidel Technologies Inc)
Organization of Buyer. 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: Purchase Agreement (Jamdat Mobile Inc), Stock Purchase Agreement (Liberty Group Holdings Inc), Stock Purchase Agreement (Versar Inc)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has full corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conducted.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Tellabs Inc), Asset Purchase Agreement (Hastings Manufacturing Co), Asset Purchase Agreement (SBS Technologies Inc)
Organization of Buyer. Buyer is a corporation duly --------------------- organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the corporate power and authority to own or lease and operate and use its properties and assets and to carry on its businesses in the manner currently conducted.
Appears in 3 contracts
Samples: Purchase Agreement (Aramark Worldwide Corp), Purchase Agreement (Aramark Worldwide Corp), Purchase Agreement (Aramark Corp)
Organization of Buyer. 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: Stock Purchase Agreement (Critical Homecare Solutions Holdings, Inc.), Purchase and Sale Agreement (LNR Property Corp), Units Purchase Agreement (U S Restaurant Properties Master L P)
Organization of Buyer. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has full corporate power to enter into this Agreement and to perform its obligations hereunder.
Appears in 3 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Chesapeake Corp /Va/), Asset Purchase Agreement (Henry Jack & Associates Inc)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware with full corporate power to own or lease its properties and to conduct its business in the State of Delawaremanner and in the places where such properties are owned or leased or such business is conducted by it.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Lamar Advertising Co), Merger Agreement (Primix), Merger Agreement (Primix)
Organization of Buyer. Buyer is a corporation duly organizedformed, validly existing and in good standing under the laws Laws of the State of Delaware.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Pasithea Therapeutics Corp.), Membership Interest Purchase Agreement (Pasithea Therapeutics Corp.), Interest Purchase Agreement (Global Eagle Entertainment Inc.)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company possesses all requisite corporate power and authority and all licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and to carry out the transactions contemplated by the Transaction Documents.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Virtusa Corp), Asset Purchase Agreement (Virtusa Corp), Asset Purchase Agreement (Virtusa Corp)
Organization of Buyer. 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: Agreement for Purchase and Sale of Licenses (Leap Wireless International Inc), Agreement for Purchase and Sale of Licenses (Leap Wireless International Inc), Agreement for Purchase and Sale of Licenses (Leap Wireless International Inc)
Organization of Buyer. Buyer is a corporation limited liability company duly organized, validly existing existing, and in good standing under the laws Laws of the State of Delaware.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Confidentiality Agreement (Alpha NR Holding Inc), Confidentiality Agreement (Alpha NR Holding Inc)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
Appears in 3 contracts
Samples: Plan of Reorganization and Purchase Agreement, Plan of Reorganization and Purchase Agreement (RE/MAX Holdings, Inc.), Plan of Reorganization and Purchase Agreement (RE/MAX Holdings, Inc.)
Organization of Buyer. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer has the corporate power and corporate authority to own or lease its assets and to carry on its businesses as currently conducted.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Freedom Group, Inc.), Stock Purchase Agreement (Remington Arms Co Inc/)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the corporate power and corporate authority to own, lease, operate or otherwise hold its properties and assets and to carry on its business as it is now being conducted.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Flowers Industries Inc /Ga), Stock Purchase Agreement (Keebler Foods Co)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware with full corporate power to own or lease its properties and to conduct its business in the State manner and in the places where such properties are owned or leased or such business is conducted by it. Buyer is not in violation of Delawareany term of its Certificate of Incorporation or By-laws.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Idt Corp), Stock Purchase Agreement (Film Roman Inc)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of DelawareDelaware and has all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it.
Appears in 2 contracts
Samples: Asset Purchase Agreement (SilverSun Technologies, Inc.), Asset Purchase Agreement (SilverSun Technologies, Inc.)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has full corporate power and authority to conduct its business and to own and lease its properties.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Golden State Vintners Inc), Stock Purchase Agreement (Xerox Corp)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the corporate power and authority to enter into and perform the terms of this Agreement, and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Univision Communications Inc), Asset Purchase Agreement (United Television Inc)
Organization of Buyer. Buyer is a corporation duly organizedformed, validly existing existing, and in good standing under the laws of the State of Delaware.
Appears in 2 contracts
Samples: Merger Agreement (Redfin Corp), Asset Purchase Agreement (Packard Bioscience Co)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State Laws of Delaware.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Mueller Industries Inc), Asset Purchase Agreement (P&f Industries Inc)
Organization of Buyer. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State state of Delaware.
Appears in 2 contracts
Samples: Merger Agreement (JWC Acquisition Corp.), Asset Purchase Agreement (JTS Corp)
Organization of Buyer. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareDelaware with full corporate power and authority to carry on the business in which it is presently engaged, to own, lease and operate its properties, and to enter into and perform its obligations under this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Nuevo Energy Co), Stock Purchase Agreement (Nuevo Energy Co)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has full corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conducted.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (SFX Broadcasting Inc)
Organization of Buyer. Buyer is a corporation duly organizedformed, validly existing existing, and in good standing under the laws Laws of the State of Delaware.
Appears in 2 contracts
Samples: Contribution Agreement (Kayne Anderson Acquisition Corp), Stock Purchase Agreement (Kingsway Financial Services Inc)
Organization of Buyer. Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Idt Corp), Stock Purchase Agreement (Idt Corp)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has all requisite corporate power to own, lease and operate its property and to carry on its business as now being conducted.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Fischer Imaging Corp), Asset Purchase Agreement (Hologic Inc)
Organization of Buyer. Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.
Appears in 2 contracts
Samples: Investment Agreement (Cable Link Inc), Agreement for Purchase and Sale of FCC Licenses (Triton PCS Holdings Inc)
Organization of Buyer. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State state of Delaware. Buyer has full corporate power and authority to own its property and to carry on its business as and in the places where such property is now owned or operated or such business is now being conducted.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Futuris Co), Asset Purchase Agreement (Recruiter.com Group, Inc.)
Organization of Buyer. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware with full power and authority to own, operate or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Brooks Automation Inc), Asset Purchase Agreement (Brooks Automation Inc)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has full corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Trey Resources Inc), Asset Purchase Agreement (Xoom Inc)
Organization of Buyer. Buyer is a corporation limited liability company duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Delaware.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Rubicon Technology, Inc.)
Organization of Buyer. 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 (Intermedia Communications of Florida Inc), Acquisition Agreement (Intermedia Communications of Florida Inc)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has full corporate power and authority to conduct its business as it is presently being conducted and to own, lease and operate its properties and assets. Buyer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the ownership of property or nature of its business requires such qualification and where failure to be so qualified would have a material adverse effect on Buyer.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Lois/Usa Inc), Stock Purchase Agreement (Lois/Usa Inc)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware, and has the corporate power and authority to own, lease and operate its assets and properties and to carry on its business as now being and as heretofore conducted.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Smith Micro Software, Inc.), Asset Purchase Agreement (Smith Micro Software, Inc)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware with full corporate power and authority to own or lease its properties and to conduct its business in the State of Delawaremanner and in the places where such properties are owned or leased or such business is conducted by it.
Appears in 2 contracts
Samples: Purchase Agreement (Dial Corp /New/), Asset Contribution Agreement (Monarch Dental Corp)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate or similar power and authority to own, lease and operate its assets and to carry on its business as now being conducted.
Appears in 2 contracts
Samples: Master Acquisition Agreement (Esterline Technologies Corp), Master Acquisition Agreement (Esterline Technologies Corp)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware with full corporate power and authority to conduct its business as it is presently being conducted and to own and lease its properties and assets.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Accelerize New Media Inc), Asset Purchase Agreement (Carlisle Companies Inc)
Organization of Buyer. Buyer is a corporation duly organized, --------------------- validly existing and in good standing under the laws of the State of DelawareDelaware with full corporate power to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Mac-Gray Corp), Asset Purchase Agreement (Segue Software Inc)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State Commonwealth of DelawarePennsylvania.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Hudson Global, Inc.), Asset Purchase Agreement (Mastech Holdings, Inc.)
Organization of Buyer. Buyer is a corporation limited liability company duly organizedformed, validly existing existing, and in good standing under the laws of the State of Delaware.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Atlas Technology Group, Inc.), Securities Purchase Agreement (Tribeworks Inc)
Organization of Buyer. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws Laws of the State of Delaware. Buyer is duly qualified to conduct its business as a foreign entity and is in good standing under the Laws of each jurisdiction where such qualification is required. Buyer has the requisite corporate power and authority necessary to own, lease, or operate its properties and assets and carry on its business as presently conducted.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Delek US Holdings, Inc.), Stock Purchase Agreement (Delek US Holdings, Inc.)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State state of Delaware, and has the corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted.
Appears in 2 contracts
Samples: Unit Purchase Agreement (Twinlab Consolidated Holdings, Inc.), Asset Purchase Agreement (Twinlab Consolidated Holdings, Inc.)
Organization of Buyer. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware, is duly qualified to do business and validly existing and in good standing as a foreign corporation in the State of Texas, and has all requisite corporate power and authority to own and lease the properties and assets it currently owns and leases and to conduct its activities as such activities are currently conducted. Buyer is duly qualified to do business as a foreign corporation and is in good standing in all of the jurisdictions where the Systems are located.
Appears in 2 contracts
Samples: Purchase Agreement (Usol Holdings Inc), Purchase Agreement (Usol Holdings Inc)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware with full corporate power to own or lease its properties and to conduct its business in the State manner and in the places where such properties are owned or leased or such business is conducted by it. Except as set forth in Schedule 3.1 hereto, Buyer is not in violation of Delawareany term of its Certificate of Incorporation or By-laws.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Universal Access Global Holdings Inc), Stock Purchase Agreement (Universal Access Global Holdings Inc)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is qualified to do business and in good standing as a foreign corporation in the State of California.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Bio Rad Laboratories Inc), Asset Purchase Agreement (Bio Rad Laboratories Inc)
Organization of Buyer. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. Attached hereto as Schedule 4(b)(i) are true and correct copies of the Buyer’s Articles of Incorporation and By-Laws, as amended.
Appears in 1 contract
Samples: Agreement for the Purchase and Sale of Common Stock (Valcom, Inc)
Organization of Buyer. Buyer is a corporation which has been duly organized, incorporated and is validly existing and in good standing under the laws of the State of Delaware. Buyer has full corporate (or other organizational) power and authority to own or lease and operate its properties and assets and to carry on its business in the manner that it is conducted as of the date of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Aon Corp)
Organization of Buyer. 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 of Buyer. 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 transact business and is in good standing in each of the jurisdictions listed in Schedule 5.1 where Seller is so qualified]. Buyer has full power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conducted.
Appears in 1 contract
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State state of Delaware, and Guarantor is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware.
Appears in 1 contract
Organization of Buyer. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws Laws of the State of Delaware.
Appears in 1 contract
Organization of Buyer. 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 of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware with full corporate power to own or lease its properties and to conduct its business in the State manner and in the places where such properties are owned or leased or such business is conducted by it. Buyer is not in violation of Delawareany term of its Certificate of Incorporation or Bylaws.
Appears in 1 contract
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer has all requisite corporate power and authority necessary to enable it to own and operate its properties and to conduct its business as now being conducted.
Appears in 1 contract
Organization of Buyer. Buyer is a corporation duly organized, validly existing existing, and --------------------- in good standing under the laws of the jurisdiction of the State of Delaware. Buyer has the corporate power to own its properties and to carry on its business as now being conducted and as proposed to be conducted.
Appears in 1 contract
Samples: Asset Purchase Agreement (Integrated Circuit Systems Inc)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and authority to own, lease and operate its assets and to carry on its business as now being conducted.
Appears in 1 contract
Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing existing, and in good standing under the laws of the State of Delaware.
Appears in 1 contract
Organization of Buyer. Buyer is a corporation that is duly organized, validly existing and in good standing under the laws of the State of Delaware.
Appears in 1 contract
Samples: Stock Purchase Agreement (Kleangas Energy Technologies, Inc.)
Organization of Buyer. Buyer hereby represents and warrants to Seller that Buyer is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and that it has all requisite corporate power to carry on its business as it is now being conducted.
Appears in 1 contract
Organization of Buyer. 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 and is in good standing in each jurisdiction in which the nature of its business activities or its ownership or leasing of property makes such qualification necessary. Buyer has full corporate power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conducted.
Appears in 1 contract
Organization of Buyer. Buyer is a corporation duly organized, --------------------- validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite power and authority under its charter and governance documents and under applicable laws to execute and deliver this Agreement and the Escrow Agreement, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby.
Appears in 1 contract
Samples: Asset Acquisition Agreement (Intermedia Communications of Florida Inc)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, U.S.A., and has all necessary corporate power and authority to carry on its business as now conducted and as proposed to be conducted and to own or lease and operate its properties.
Appears in 1 contract
Organization of Buyer. Buyer is duly incorporated and validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has full corporate power to conduct its business as it is presently being conducted and to own and lease its properties.
Appears in 1 contract
Samples: Stock Purchase Agreement (General Cigar Holdings Inc)
Organization of Buyer. Each Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State state of Delaware.
Appears in 1 contract
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Copies of the organizational documents and bylaws of Buyer, each as amended to date, have been heretofore delivered to Seller and are accurate and complete.
Appears in 1 contract
Samples: Stock Purchase Agreement (Connecticut Light & Power Co)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNebraska.
Appears in 1 contract
Organization of Buyer. Buyer is a Delaware corporation duly organized, validly existing existing, and in good standing under the laws of the State jurisdiction of Delawareits incorporation.
Appears in 1 contract
Organization of Buyer. Buyer is a Delaware corporation duly organized, validly existing existing, and in good standing under the laws of the State jurisdiction of Delawareits incorporation (or other formation).
Appears in 1 contract
Organization of Buyer. Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. Copies of the Governing Documents of Buyer have been heretofore delivered to Sellers and are accurate and complete.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Ridgewood Electric Power Trust V)
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except where failure to so qualify does not materially impair Buyer’s performance hereunder.
Appears in 1 contract
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite power and authority to conduct its business as it is presently being conducted and to own and lease its properties and assets.
Appears in 1 contract
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of DelawareDelaware and has all requisite power and authority to carry on its business as now being conducted.
Appears in 1 contract
Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Copies of the Certificates of Incorporation and Bylaws of Buyer, heretofore delivered by Buyer to Seller, are accurate and complete as of the date hereof. Buyer is duly licensed and qualified to do business and is in good standing in each jurisdiction in which such qualification is required or will be required as a result of the transaction contemplated by this Agreement by applicable law.
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Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease, and operate its properties and to carry on its business as it has been and is presently conducted.
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Samples: Goodwill Purchase Agreement (Ceco Environmental Corp)
Organization of Buyer. Buyer is a corporation duly organized, validly --------------------- existing and in good standing under the laws of the State of Delaware.
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Samples: Asset Purchase Agreement (Gardner Denver Machinery Inc)