Common use of Organization of Buyer Clause in Contracts

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 or licensed to do business and in good standing as a foreign corporation in each jurisdiction in which it would conduct the Business as of the Control Date.

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 Delaware with full corporate power and authority to own or licensed lease its properties and to do conduct its respective business in the manner and in good standing as a foreign corporation in each jurisdiction in which it would conduct the Business as of the Control Dateplaces where such properties are owned or leased or such business is conducted.

Organization of Buyer. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. Buyer is duly qualified or licensed authorized to do conduct business and is in good standing as a foreign corporation in under the laws of each jurisdiction where such qualification is required. Buyer has full corporate power and authority and all licenses, permits, and authorizations necessary to carry on the Business as it currently exist and in which it would conduct is proposed to be carried on and to own and use the Business as of the Control DateAcquired Assets.

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 or licensed has all requisite power and authority under its charter and governance documents and under applicable laws to do business execute and in good standing as a foreign corporation in each jurisdiction in which it would conduct deliver this Agreement, the Business as of Escrow Agreement and the Control DateManagement Agreement, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby.

Organization of Buyer. Buyer is a corporation 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 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 or licensed to do business and in good standing as a foreign corporation standing, in each jurisdiction all jurisdictions in which it would conduct the Business as nature of the Control Datebusiness conducted by it makes such qualification necessary.

Organization of Buyer. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer is duly qualified Delaware with full power and authority to own, operate or licensed lease its properties and to do conduct its business in the manner and in good standing the places where such properties are owned or leased or such business is conducted by it except when the failure of which would not have a Material Adverse Effect. The copies of Buyer's Constituent Documents, which are attached as a foreign corporation in each jurisdiction in which it would conduct the Business as of the Control DateSchedule 5.1 hereto, are complete and correct.

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 has the corporate or licensed other organizational power and authority to do business own, license or lease and operate its assets and to carry on its businesses in good standing as a foreign corporation in each jurisdiction in which it would conduct the Business as manner that they were conducted immediately prior to the date of the Control Datethis Agreement.

Organization of Buyer. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. Buyer , with full corporate power and authority to conduct its business as it is duly qualified now being conducted, and to own or licensed use the properties and assets that it purports to do business own or use, and in good standing as a foreign corporation in each jurisdiction in which it would conduct the Business as of the Control Dateto perform all its obligations under all contracts.

Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware, with all requisite power and authority to own, hold or lease the State of Delaware. rights, properties and assets it will acquire, hold or lease pursuant to the transactions contemplated by this Agreement, and to execute, deliver and perform this Agreement and the other documents to be executed by Buyer is duly qualified or licensed to do business and in good standing as a foreign corporation in each jurisdiction in which it would conduct the Business as of the Control Dateconnection with this transaction.

Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware. Buyer Delaware with requisite corporate power and authority to enter into and perform this Agreement, to own, lease and operate its properties and to carry on its business as now being conducted therein, and is duly qualified or licensed to do business and in good standing as a foreign corporation in each jurisdiction in which it the failure to be so qualified would conduct not prohibit or materially and adversely restrict or delay the Business as consummation of the Control Datetransactions contemplated hereby.

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 , will be qualified or licensed to do business in the State of Washington on or before the Closing Date, and in good standing 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 a foreign corporation in each jurisdiction in which it would conduct the Business as of the Control Datenow conducted.

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 all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as it is presently being conducted. Buyer is duly qualified or licensed to do business and in good standing as a foreign corporation to do business in each jurisdiction in which it would conduct the Business as nature of its business or the Control Dateownership or leasing of its properties makes such qualification necessary, except where the failure to so qualify could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Buyer.

Organization of Buyer. Buyer is duly organized and validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has full corporate power to carry on its business as now conducted and is duly qualified entitled to own or licensed lease its properties and to do carry on its business and as now conducted in good standing as a foreign corporation in each jurisdiction in which it would conduct the Business as of the Control Dateplaces where such properties are now leased, owned or operated or such business is now conducted.

Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and has all requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement and (at or prior to the State of Delaware. Buyer is duly qualified or licensed Closing) each Ancillary Agreement to do business and in good standing as a foreign corporation in each jurisdiction in which it would conduct is a party, to perform its obligations hereunder and thereunder, to own and operate its assets and to consummate the Business as of the Control Datetransactions contemplated by this Agreement and each Ancillary Agreement to which it is a party.

Organization of Buyer. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of Delaware. Buyer has all requisite corporate power and authority to own and use the State of Delawareproperties owned and used by it and to carry on its business as currently conducted and as currently contemplated to be conducted. Buyer is duly qualified or licensed to do business and in good standing as a foreign corporation in each jurisdiction in which it the failure to be so qualified or licensed would conduct the Business as of the Control Datehave a Material Adverse Effect.

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 has the corporate power and authority to own or licensed lease and operate and use its properties and assets and to do business and carry on its businesses in good standing as a foreign corporation in each jurisdiction in which it would conduct the Business as of the Control Datemanner currently conducted.

Organization of Buyer. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of Delaware. Buyer has all requisite corporate power and authority to own and use the State of Delawareproperties owned and used by it and to carry on its business as currently conducted and as currently contemplated to be conducted. Buyer is duly qualified or licensed to do business and in good standing as a foreign corporation in each jurisdiction juris­diction in which it the failure to be so qualified or licensed would conduct the Business as of the Control Datehave a Material Adverse Effect.

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 or licensed to do business and in good standing as a foreign corporation and is in good standing in each jurisdiction in which it would conduct such qualification is necessary under the Business applicable law as a result of the Control Dateconduct of its business or the ownership (or leasing) of its properties, except where the failure to be so qualified or in good standing would not have a material adverse effect on Buyer or its ability to perform its obligations hereunder or under any of the Ancillary Agreements to which it is a party.

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 or proposed to be conducted. Buyer is duly qualified or licensed to do business and not in good standing as a foreign corporation in each jurisdiction in which it would conduct the Business as violation of any of the Control Dateterms of its charter or by-laws.

Organization of Buyer. Buyer is a corporation corporation, duly organized, --------------------- validly existing and in good standing under the laws of the State of Delaware. Buyer is duly qualified Delaware and has full corporate power and authority to own or licensed lease and to do operate and use its properties and assets and to carry on its business and in good standing as a foreign corporation in each jurisdiction in which it would conduct the Business as of the Control Datenow conducted.

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 has full corporate power to execute and deliver, and to perform its obligations under, this Agreement and any agreement, instrument, certificate or other document necessary to effectuate the transactions contemplated hereby, and such execution, delivery and performance has been duly qualified authorized by all requisite corporate action by or licensed to do business and in good standing as a foreign corporation in each jurisdiction in which it would conduct the Business as on behalf of the Control DateBuyer.

Organization of Buyer. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State state of DelawareDelaware and has full corporate power and authority to conduct its business as it is presently being conducted and to own and lease its properties and assets. SCHEDULE 3.3 (a) lists all of the directors and executive officers of Buyer. Buyer is duly qualified or licensed has delivered to do business and in good standing as Sellers' Representative a foreign corporation in each jurisdiction in which it would conduct the Business as copy of the Control Datecertificate of incorporation and bylaws of Buyer, as currently in effect.

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 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 or licensed to do business and in good standing as a foreign corporation and is in good standing in each jurisdiction in which it where the ownership of property or nature of its business requires such qualification and where failure to be so qualified would conduct the Business as of the Control Datehave a material adverse effect on Buyer.