Organization of Buyer. Buyer is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to carry on its business as now being conducted, and to perform its obligations hereunder.
Appears in 4 contracts
Samples: Asset Purchase Agreement (SFX Entertainment Inc), Asset Purchase and Sale Agreement (SFX Entertainment Inc), Asset Purchase Agreement (SFX Entertainment Inc)
Organization of Buyer. Buyer is a limited partnership liability company duly organized, validly existing and in good standing under the laws Laws of the State state of Delaware and has all requisite necessary limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as now being currently conducted, and to perform its obligations hereunder.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Sequential Brands Group, Inc.), Asset Purchase Agreement (Joe's Jeans Inc.), Asset Purchase Agreement
Organization of Buyer. Buyer is a limited partnership duly organizedliability company, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite power and authority to carry on its business as now being conducted, and to perform its obligations hereunderDelaware.
Appears in 3 contracts
Samples: Membership Interest Purchase and Sale Agreement, Membership Interest Purchase and Sale Agreement (Sanchez Midstream Partners LP), Membership Interest Purchase and Sale Agreement (Constellation Energy Partners LLC)
Organization of Buyer. Buyer is a limited partnership liability company, duly organized, organized and validly existing under the Laws of the State of Delaware, is qualified to do business and is in good standing under the laws Laws of the State of Delaware any jurisdiction where such qualification is necessary, and has all requisite full power and authority right to carry on its business as such is now being conducted, and to perform its obligations hereunder.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Sunoco Logistics Partners L.P.), Membership Interest Purchase Agreement (Energy Transfer Partners, L.P.), Membership Interest Purchase Agreement (Enbridge Energy Partners Lp)
Organization of Buyer. Buyer is a limited partnership corporation duly organized, validly --------------------- existing and in good standing under the laws of the State of Delaware with full corporate power to own or lease its properties and has all requisite power and authority to carry on conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it. Buyer is duly qualified to do business as now being conducted, and a foreign corporation in each jurisdiction in which it is required to perform its obligations hereunderbe so qualified except to the extent that any failure to be so qualified would not have a material adverse effect on the Buyer.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Asi Solutions Inc), Asset Purchase Agreement (Asi Solutions Inc), Asset Purchase Agreement (Asi Solutions Inc)
Organization of Buyer. Buyer is a limited partnership liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to own or lease and to operate and use its assets and properties and to carry on its business as now being conducted, and to perform its obligations hereunder.
Appears in 3 contracts
Samples: Equity Purchase Agreement, Equity Purchase Agreement (Impac Mortgage Holdings Inc), Equity Purchase Agreement
Organization of Buyer. Buyer is a limited partnership liability corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware. The execution and has all requisite power and authority to carry on its business as now being conducteddelivery of this Agreement, and to perform its obligations hereunderconsummation of the transactions contemplated herein, have been duly and validly authorized by the manager of Buyer.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Oragenics Inc), Asset Purchase Agreement
Organization of Buyer. Buyer (i) is a limited partnership duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware, (ii) has all requisite full power and authority to own or lease its properties and assets and to carry on its business as now being conducted, presently conducted and (iii) is duly qualified to perform its obligations hereunderdo business and is in good standing in every jurisdiction in which the character of the properties owned or leased by it or the nature of the businesses conducted by it makes such qualification necessary.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Altisource Residential Corp), Purchase and Sale Agreement (Altisource Residential Corp), Membership Interest Purchase and Sale Agreement (Altisource Residential Corp)
Organization of Buyer. Buyer is a limited partnership liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to carry on its business as now being conducted, and to perform its obligations hereunderDelaware.
Appears in 2 contracts
Samples: Agreement for Purchase and Sale of Licenses (Leap Wireless International Inc), Agreement for Purchase and Sale of Licenses (Sunshine PCS Corp)
Organization of Buyer. Buyer is a limited partnership corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has Delaware, which is the only jurisdiction in which its ownership of property or conduct of business requires it to be qualified. 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 business businesses as now being conducted, conducted and to perform its obligations hereundercarry out the transactions contemplated by this Agreement and the Transaction Documents.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Virtusa Corp), Stock Purchase Agreement (Virtusa Corp)
Organization of Buyer. Buyer is a limited partnership liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite full limited liability company power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now being conducted, and to perform its obligations hereunder.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Venture Holdings Co LLC), Asset Purchase Agreement (Venture Europe Inc)
Organization of Buyer. Buyer is a Delaware limited partnership duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and has all requisite power is duly qualified or registered and authority in good standing to carry transact business under the Laws of each jurisdiction where the character of its activities or the location of the properties and assets owned or leased by it requires such qualification or registration, except where the lack of such qualification would not have a Material Adverse Effect on its business as now being conducted, and to perform its obligations hereunderSeller.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Excelerate Energy, Inc.), Securities Purchase Agreement (Excelerate Energy, Inc.)
Organization of Buyer. Buyer is a limited partnership corporation duly organized, validly existing existing, and in good standing under the laws Laws of the State of Delaware and Delaware. Buyer has all the requisite corporate power and authority necessary to own or lease its properties and to carry on its business businesses as now being currently conducted. There is no pending or Threatened Action (or Basis therefor) for the dissolution, and to perform its obligations hereunderliquidation, insolvency, or rehabilitation of Buyer.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Innovo Group Inc), Asset Purchase Agreement (Cygne Designs Inc)
Organization of Buyer. Buyer is a limited partnership liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite Maryland, with full power and authority to carry on its business as now being conducted, and to perform its obligations hereunderconsummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Barings Private Credit Corp), Purchase and Sale Agreement (TriplePoint Global Venture Credit, LLC)
Organization of Buyer. Buyer is a limited partnership newly formed corporation, duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except for any failure to be in good standing or to have requisite power and authority that in the aggregate could not reasonably be expected to perform its obligations hereunderresult in a Material Adverse Change.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Capital Growth Systems Inc /Fl/), Asset Purchase Agreement (Capital Growth Systems Inc /Fl/)
Organization of Buyer. Buyer is a limited partnership corporation duly organized, incorporated and validly existing and in good standing under the laws of the State of Delaware and has all requisite full legal right, power and authority to carry on enter into this Agreement and to perform its business as now being conductedobligations hereunder. Buyer has full legal right, power and authority to execute and deliver each other agreement, document, instrument or certificate contemplated by this Agreement (“Buyer Documents”) or to be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement, and to perform its obligations hereunderhereunder and thereunder.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (SAExploration Holdings, Inc.)
Organization of Buyer. Buyer is a limited partnership liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with full corporate power to own or lease its properties and has all requisite power and authority to carry on conduct its business as now being conducted, in the manner and to perform its obligations hereunderin the places where such properties are owned or leased or such business is conducted by it.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Lamar Media Corp/De), Stock Purchase Agreement (Entravision Communications Corp)
Organization of Buyer. Buyer is a limited partnership liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite Nebraska with full company power and authority to carry on the business in which it is engaged, to own, lease and operate its business as now being conducted, properties and to enter into and perform its obligations hereunderunder this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Universal Manufacturing Co), Asset Purchase Agreement (Universal Manufacturing Co)
Organization of Buyer. Buyer is a limited partnership liability company duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and has all requisite the limited liability company power to execute, deliver and authority to carry on its business as now being conducted, and to perform its obligations hereunderthis Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Altra Industrial Motion, Inc.), Asset Purchase Agreement (Altra Holdings, Inc.)
Organization of Buyer. Buyer is a limited partnership liability company duly organized, validly existing existing, and in good standing under the laws of the State of Delaware Delaware, and has all requisite power and authority to carry on its business as now being conducted, own and lease the properties and assets it currently owns and leases and to perform conduct its obligations hereunderactivities as such activities are currently conducted. Buyer is qualified to do business and will be in good standing in California and on or prior to the Closing Date will be qualified to do business and in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Mediacom LLC), Asset Purchase Agreement (Mediacom LLC)
Organization of Buyer. Buyer is a limited partnership corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite with full corporate power and authority to carry on 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. Buyer is qualified to do business as now being conducteda foreign corporation in each jurisdiction in which such qualification is necessary, and except where the failure to perform its obligations hereunderbe so qualified would not have a material adverse effect on Buyer.
Appears in 1 contract
Organization of Buyer. Buyer is a limited partnership duly liability company organized, validly existing and in good standing under the laws of the State of Delaware with full corporate power to own or lease its properties and has all requisite power and authority to carry on conduct its business as now being conducted, in the manner and to perform its obligations hereunderin the places where such properties are owned or leased or such business is conducted by it.
Appears in 1 contract
Organization of Buyer. Buyer is a limited partnership corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware. Buyer is duly authorized to conduct business and is in good standing under the Laws of each jurisdiction where such qualification is required and where failure to be so qualified would have a Material Adverse Effect. Buyer has all requisite full corporate power and authority and all Permits necessary to carry on its business as now being conducted, the businesses in which it is engaged and to perform its obligations hereunderown and use the properties owned and used by it.
Appears in 1 contract
Samples: Asset Purchase Agreement (CVSL Inc.)
Organization of Buyer. Buyer is a limited partnership liability company, duly organized, formed and validly existing under the laws of the State of Delaware and is qualified to do business and is in good standing under the laws of the State of Delaware and has all requisite power and authority to carry on its business as now being conducted, and to perform its obligations hereunderDelaware.
Appears in 1 contract
Organization of Buyer. Buyer is a limited partnership duly organized, formed and --------------------- validly existing and in good standing under the laws of the State of Delaware and has all requisite full partnership power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as now being conducted, and to perform its obligations hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Price Communications Wireless Inc)
Organization of Buyer. Buyer is a limited partnership liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite with full power and authority to carry on own, operate or lease its properties and to conduct its business as now being conducted, in the manner and to perform its obligations hereunderin the places where such properties are owned or leased or such business is conducted by it.
Appears in 1 contract
Samples: Purchase Agreement (General Environmental Management, Inc)
Organization of Buyer. Buyer is a limited partnership corporation duly organized, validly --------------------- existing and in good standing under the laws of the State of Delaware and has all requisite with full corporate power and authority to carry on own and lease its properties and conduct its business as now it is presently being conducted. Buyer is duly qualified to do business as a foreign corporation and is in good standing in each of the jurisdictions in which its right, title and interest in or to perform any of the assets held by it, or the conduct of its obligations hereunderbusiness, requires such authorization, qualification or licensing, except where the failure to be so qualified would not have a Material Adverse Effect.
Appears in 1 contract
Organization of Buyer. Buyer is a limited partnership liability company duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Buyer has all requisite full legal right, power and authority necessary to carry on its business as it is now being conducted, and to perform its obligations hereunder.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Fuelcell Energy Inc)
Organization of Buyer. Buyer is a limited partnership liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to carry on its business as now being conducted, and to perform its obligations hereunder.
Appears in 1 contract
Organization of Buyer. Buyer is a limited partnership liability company that is indirectly wholly owned by FreightCar, and is duly organizedformed, validly existing existing, and in good standing under the laws of the State of Delaware Delaware, and has all requisite full power and authority and all requisite rights, licenses, permits and franchises to own, lease and operate its assets and to carry on its business as now being conducted, and to perform its obligations hereunderbusiness.
Appears in 1 contract
Samples: Asset Purchase Agreement (FreightCar America, Inc.)
Organization of Buyer. Buyer is a limited partnership liability company duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease and operate its assets and to carry on its business as now being conducted, and to perform its obligations hereunder.
Appears in 1 contract
Organization of Buyer. Buyer is a limited partnership corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all other jurisdictions in which its ownership of property or conduct of business requires it to be qualified except where the failure to be so qualified or in good standing does not have a material adverse effect on the operations, properties, or financial condition of Buyer. Buyer possesses all requisite corporate power and authority to carry on its business as now being conducted, and to perform its obligations hereunderout the transactions contemplated by this Agreement.
Appears in 1 contract
Organization of Buyer. Buyer is a limited partnership liability company duly organized, validly existing and in good standing under the laws Laws of the State of Delaware [Delaware] and has all requisite company power and authority to own, lease and operate its assets and to carry on its business as now being conducted, and to perform its obligations hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement
Organization of Buyer. Buyer is a limited partnership liability company, duly organized, --------------------- validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to carry on its business as now being conducted, and to perform its obligations hereunderDelaware.
Appears in 1 contract
Samples: Agreement for Purchase and Sale of Licenses (Lynch Interactive Corp)
Organization of Buyer. Buyer is a limited partnership liability company duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite power and authority Delaware. As of the Closing, Buyer will be duly qualified to carry on its conduct business as now being conductedin, and to perform its obligations hereunderis in good standing under the Laws of, the State of West Virginia and the Commonwealth of Virginia.
Appears in 1 contract
Organization of Buyer. Buyer is a limited partnership liability company duly organized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware. Buyer is duly licensed or qualified to do business and has all requisite power and authority to carry on is in good standing in each jurisdiction in which the operation of its business as now being conducted, and to perform its obligations hereundercurrently conducted makes such licensing or qualification necessary.
Appears in 1 contract
Organization of Buyer. Buyer is a limited partnership corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite full entity power and authority to carry on its business as now it is currently being conductedconducted and to own, operate and hold under lease its assets and properties as, and to perform its obligations hereunderin the places where, such assets and properties are currently owned, operated or held.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wabash National Corp /De)
Organization of Buyer. Buyer is a limited partnership liability company duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority is qualified to carry on do business as a foreign limited liability company in good standing in each other state wherein the nature of its business as now being conducted, and to perform its obligations hereunderor activities requires such qualification.
Appears in 1 contract
Samples: Partnership Interest Purchase Agreement (Sand Hills Partners, LLC)
Organization of Buyer. Buyer is a limited partnership liability company, duly organized, organized and validly existing under the laws of the State of Delaware, is qualified to do business and is in good standing under the laws of any jurisdiction where such qualification is necessary, including, as of the State of Delaware Closing, West Virginia, and has all requisite full power and authority right to carry on its business as such is now being conducted, and to perform its obligations hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Crestwood Midstream Partners LP)
Organization of Buyer. Buyer is a limited partnership liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all the requisite power and authority to own or lease and operate its assets and to carry on its business as now being conducted, and in the manner that they were conducted immediately prior to perform its obligations hereunderthe date of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Spirit AeroSystems Holdings, Inc.)
Organization of Buyer. Buyer is a limited partnership corporation duly organized, validly existing and in good standing under the laws Laws of the State state of Delaware and has all requisite necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as now being currently conducted, and to perform its obligations hereunder.
Appears in 1 contract
Organization of Buyer. Buyer is a limited partnership duly organized, formed and validly existing and in good standing under the laws of the State of Delaware and has all requisite full partnership power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as now being conducted, and to perform its obligations hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Price Communications Corp)
Organization of Buyer. Buyer is a limited partnership liability company duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, is authorized to transact business in Illinois and has all requisite full corporate power and authority to utilize its assets and to carry on its business as now being conducted, and to perform its obligations hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Universal Access Global Holdings Inc)
Organization of Buyer. Buyer is a limited partnership liability company duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite power and authority to carry on conduct its business as now it is presently being conducted, conducted and to perform own and lease its obligations hereunderproperties and assets.
Appears in 1 contract
Samples: Share and Limited Liability Company Membership Interest Purchase Agreement (Transtechnology Corp)
Organization of Buyer. Buyer is a limited partnership liability company duly organizedformed, validly existing and in good standing under the laws Laws of the State of Delaware Delaware. Parent is a limited liability company duly formed, validly existing and has all requisite power and authority to carry on its business as now being conducted, and to perform its obligations hereunderin good standing under the Laws of the State of Delaware.
Appears in 1 contract
Organization of Buyer. Each Buyer is a limited partnership liability company, duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite power and authority to carry on its business as now being conducted, and to perform its obligations hereunderDelaware.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Lightstone Value Plus Real Estate Investment Trust Ii Inc)
Organization of Buyer. Buyer is a limited partnership liability company, duly organized, organized and validly existing under the Laws of Delaware, is qualified to do business and is in good standing under the laws Laws of the State of Delaware any jurisdiction where such qualification is necessary, and has all requisite power and authority to carry on its business as such is now being conducted, and to perform its obligations hereunder.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Azure Midstream Partners, Lp)
Organization of Buyer. Buyer is a limited partnership liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all the requisite power and authority to own or lease and operate its assets and to carry on its business as now being conducted, and businesses in the manner that they were conducted immediately prior to perform its obligations hereunderthe date of this Agreement.
Appears in 1 contract
Organization of Buyer. Buyer is a limited partnership liability company duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware. Copies of the organizational documents and has all requisite power bylaws of Buyer, each as amended to date, have been heretofore delivered to Seller and authority to carry on its business as now being conducted, are accurate and to perform its obligations hereundercomplete.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Connecticut Light & Power Co)
Organization of Buyer. Buyer is a limited partnership liability company duly organizedformed, validly existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as now being conducted, and to perform its obligations hereunder.
Appears in 1 contract
Organization of Buyer. Buyer is a limited partnership liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite full power and authority to own or lease and to operate and use its assets and properties and to carry on its business as now being conducted, and to perform its obligations hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Technical Olympic Usa Inc)
Organization of Buyer. Buyer is a limited partnership liability company duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and has all requisite power and authority to carry on its business as now being conducted, and to perform its obligations hereunderDelaware.
Appears in 1 contract
Organization of Buyer. Buyer is a limited partnership liability company duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite limited liability company power and authority to carry on conduct its business as now being conducted, currently conducted and to perform own, operate and lease its obligations hereunderproperties and assets, as applicable.
Appears in 1 contract
Samples: Stock Purchase Agreement
Organization of Buyer. Buyer is a limited partnership corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite with full corporate power and authority to carry on 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. Buyer is qualified to do business as now being conducteda foreign corporation in each jurisdiction in which such qualification is necessary, and except where the failure to perform its obligations hereunderbe so qualified would not have a material adverse effect on Buyer.
Appears in 1 contract