Organization of Seller. Seller is a limited liability company organized, validly existing and in good standing under the laws of the State of New York, 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.
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Samples: Asset Purchase Agreement (LOCAL.COM), Asset Purchase Agreement (LOCAL.COM), Asset Purchase Agreement (LOCAL.COM)
Organization of Seller. (a) Seller is a limited liability company organized, corporation duly incorporated and validly existing and in good standing under the laws of the State of New York, York and has all requisite full corporate power and authority to own and lease carry on the properties and assets Business as it currently owns and leases is now being conducted and to conduct its activities own the Acquired Assets. Seller is duly qualified or licensed to do business as such activities are currently conducteda foreign corporation in good standing in each state in which the failure to so qualify would be materially adverse to Seller.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Photogen Technologies Inc), Asset Purchase Agreement (Alliance Pharmaceutical Corp)
Organization of Seller. Seller is a limited liability company organized, corporation duly organized and validly existing and in good standing under the laws of the State of New York, York and is in good standing in all jurisdictions in which its failure to qualify or be in good standing would have a Material Adverse Effect. Seller has all requisite full power and authority to own and or lease the properties and assets it currently owns and leases and to conduct its activities operate and use the Purchased Assets and to carry on the Business as such activities are currently now conducted.
Appears in 1 contract
Samples: Asset Purchase Agreement (Broadpoint Securities Group, Inc.)
Organization of Seller. Seller is a limited liability company general partnership duly organized, validly existing and in good standing under the laws Laws of the State of New York, and . Seller has all requisite full organizational power and authority to own execute and lease the properties and assets it currently owns and leases deliver this Agreement and to conduct perform its activities as such activities are currently conductedobligations hereunder and to consummate the transactions contemplated hereby, including without limitation, to sell and transfer (pursuant to this Agreement) the Membership Interest.
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Samples: Membership Interest Purchase Agreement (American Real Estate Partners L P)
Organization of Seller. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State jurisdiction of New Yorkits organization. Seller is duly qualified as a foreign limited liability company in all jurisdictions where required by applicable Law to be so qualified. All of the outstanding equity interests in the Seller are owned directly by the Principals. Complete and correct copies of Seller’s organizational documents, and has all requisite power and authority each as amended to own and lease the properties and assets it currently owns and leases and date, have been made available to conduct its activities as such activities are currently conductedBuyer.
Appears in 1 contract
Samples: Asset Purchase Agreement (Analysts International Corp)
Organization of Seller. Seller is a limited liability company organized, validly existing and in good standing under the laws of the State of New YorkJersey, 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.
Appears in 1 contract
Samples: Asset Purchase Agreement (LOCAL.COM)
Organization of Seller. Seller is a limited liability company organized, corporation duly organized and validly existing and in good standing under the laws of the State of New York, and . Seller has all requisite the power and authority to own and lease the properties and assets it currently owns and leases enter into this Agreement and to conduct its activities as such activities are currently conductedconsummate the transactions contemplated by this Agreement.
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Organization of Seller. Seller is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of New YorkMassachusetts, with full power and authority to enter into this Agreement and to perform its obligations hereunder. Seller is not required to qualify, and has all requisite not qualified, as a foreign corporation in any jurisdiction. Seller has full corporate power and authority to own and or lease the properties and assets it currently owns and leases and to conduct its activities operate and use the Purchased Assets and to carry on the Business as such activities are currently now conducted.
Appears in 1 contract
Samples: Asset Purchase Agreement (Mediware Information Systems Inc)
Organization of Seller. Seller is a limited liability company organized, duly organized and validly existing and in good standing under the laws of the State of New York, Jersey and has all requisite power and authority to own carry on its business as now being conducted. Seller is duly qualified or licensed to do business and lease is in good standing in each jurisdiction in which the properties and assets property owned, leased or operated by it currently owns and leases and or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to conduct its activities as such activities are currently conductedbe so qualified, licensed or in good standing would not have a Property Material Adverse Effect. Seller does not have any Subsidiaries.
Appears in 1 contract
Samples: Asset Purchase Agreement (Trump Entertainment Resorts Holdings Lp)
Organization of Seller. (a) Seller is a limited liability company corporation duly organized, validly existing and in good standing under the laws Laws of the State of New York, and has all requisite full corporate power and authority to own conduct the Business as and to the extent now conducted and to own, use and lease the properties Assets. Seller has full corporate power and assets it currently owns authority to execute and leases deliver this Agreement and to conduct perform its activities as such activities are currently conductedobligations hereunder and to consummate the transactions contemplated hereby, including without limitation to sell and transfer (pursuant to this Agreement) the Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Graham Field Health Products Inc)
Organization of Seller. Seller is a limited liability company organizedcorporation, validly existing and in good standing under the laws of the State of New YorkMinnesota, and has all with the requisite corporate power and authority to own and lease the use its properties and assets it currently owns and leases and to conduct carry on its activities business as such activities are currently conducted.
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Organization of Seller. Seller is a limited liability company organizedcompany, duly formed, validly existing and in good standing under the laws Laws of the State state of New York, its formation with full legal and has all requisite limited liability company power and authority to own and lease the properties operate its business as currently owed and assets it currently owns and leases and operated. Seller has made available to conduct its activities as such activities are currently conductedBuyer true copies of all existing Organizational Documents of Seller.
Appears in 1 contract
Samples: Purchase and Sale Agreement (DCP Midstream Partners, LP)
Organization of Seller. Seller is a limited liability company corporation duly organized, validly existing existing, and in good standing under the laws of the State of New York, York and has all requisite full power and authority to own and lease the properties and assets it currently owns and leases and carry on its business as now being conducted. Seller is duly authorized to conduct its activities business as a foreign corporation and is in good standing in each jurisdiction in which the property owned, leased or operated by Seller, or the nature of the business conducted by Seller makes such activities are currently conductedqualification necessary.
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