Organization of Purchaser. Purchaser 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 conduct its business as it is presently being conducted and to own and lease its properties and assets. Purchaser is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on its business.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Usinternetworking Inc), Stock Purchase Agreement (Usinternetworking Inc), Stock Purchase Agreement (Usinternetworking Inc)
Organization of Purchaser. Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State state of Delaware with full and has all requisite corporate power and corporate authority to conduct own, lease and operate its properties and assets and to carry on its business as it is presently now being conducted and to own and lease its properties and assets. Purchaser is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on its businessconducted.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Westminster Capital Inc), Stock Purchase Agreement (Westminster Capital Inc)
Organization of Purchaser. Purchaser is a corporation limited partnership duly organized, validly existing and in good standing under the laws Laws of the State of Delaware with Delaware. Purchaser has full corporate organizational power and authority to conduct its business as it is presently being conducted execute and deliver this Agreement and to own perform its obligations hereunder and lease its properties and assets. Purchaser is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where consummate the character of its properties owned or leased or transactions contemplated hereby including, without limitation, to purchase (pursuant to this Agreement) the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on its businessSale Units.
Appears in 2 contracts
Samples: Unit Purchase Agreement (Icahn Carl C Et Al), Unit Purchase Agreement (Icahn Carl C Et Al)
Organization of Purchaser. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full Delaware. Purchaser has the requisite corporate power and authority and all licenses, permits and authorizations necessary to conduct enter into, deliver and carry out its business as obligations pursuant to the Transaction Documents to which it is presently being conducted and to own and lease its properties and assets. Purchaser is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on its businessparty.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Albany Ladder Co Inc), Asset Purchase Agreement (Albany Ladder Co Inc)
Organization of Purchaser. Purchaser 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 conduct its business as it is presently being conducted and to own and or lease its properties and assets. Purchaser is duly qualified to do conduct its business as a foreign corporation in the manner and is in good standing in each jurisdiction the places where the character of its such properties are owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on its businessbusiness is currently conducted by it.
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Organization of Purchaser. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with and has the full corporate power and authority to conduct its business as it enter into this Agreement and the other agreements and instruments referred to in this Agreement that Purchaser is presently being conducted executing and delivering to Seller or one of the Companies (the "Purchaser's Additional Agreements") and to own consummate the transactions contemplated hereby and lease its properties and assets. Purchaser is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on its businessthereby.
Appears in 1 contract
Samples: Redemption, Stock Purchase and Recapitalization Agreement (World Almanac Education Group Inc)
Organization of Purchaser. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with and has the full corporate power and authority to conduct its business as it enter into this Agreement and the other agreements and instruments referred to in this Agreement that Purchaser is presently being conducted executing and delivering (the "Purchaser's Additional Agreements") and to own carry out the transactions contemplated hereby and lease its properties and assets. Purchaser is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on its businessthereby.
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Organization of Purchaser. Purchaser is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware with full corporate power and authority to conduct its business as it is presently being conducted and legally entitled to own and lease its properties and assets. Purchaser is duly qualified to do carry on its business as a foreign corporation and is in good standing in each jurisdiction the places where the character of its such properties owned or are now owned, leased or the nature of operated or where its activities make such qualification necessary, except where the failure to be so qualified or business in good standing would not have a Material Adverse Effect on its businessnow conducted.
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Samples: Share Purchase Agreement (Arbor Health Care Co /De/)
Organization of Purchaser. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full and has all requisite corporate power and authority to own, lease and operate its assets and properties and to conduct its business as it is presently being conducted and to own and lease its properties and assets. Purchaser is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or organized, existing, and in good standing or to have such power and authority would not have a Purchaser Material Adverse Effect on its businessEffect.
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Organization of Purchaser. Purchaser is duly incorporated and validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with 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. Purchaser is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on its businessproperties.
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Samples: Asset Purchase Agreement (General Cigar Holdings Inc)
Organization of Purchaser. Purchaser 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 conduct its business as it is presently being conducted and to own and lease its properties and assets. Purchaser is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on its business.
Appears in 1 contract
Samples: Stock Purchase Agreement (United Defense Industries Inc)
Organization of Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full Delaware. The Purchaser has the corporate power to own its properties and authority to conduct carry on its business as it is presently now being conducted and to own and lease its properties and assets. Purchaser is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where in which the failure to be so qualified or in good standing would not have a Material Adverse Effect material adverse effect on its businessthe ability of the Purchaser to consummate the transactions contemplated hereby.
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Organization of Purchaser. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full and has the corporate power and authority to conduct own its property and to carry on its business as it is presently now being conducted and to own and lease its properties and assets. Purchaser is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on its businessby it.
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Samples: Asset Purchase Agreement (PRG Schultz International Inc)