Common use of Organization Clause in Contracts

Organization. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

Appears in 20 contracts

Samples: Unit Purchase Agreement (Echo Global Logistics, Inc.), Stock Purchase Agreement (Geokinetics Inc), Stock Purchase Agreement (Geokinetics Inc)

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Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the its jurisdiction of its incorporationorganization.

Appears in 14 contracts

Samples: Purchase Agreement (Med-Cannabis Pharma, Inc.), Stock Purchase Agreement, Purchase Agreement (SW China Imports, Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of Republic the Xxxxxxxx Islands and has all requisite corporate power and authority to own, lease and operate its incorporationproperties and to carry on its business as now conducted.

Appears in 14 contracts

Samples: Share Purchase Agreement (DryShips Inc.), Share Purchase Agreement (DryShips Inc.), Share Purchase Agreement (DryShips Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationorganization.

Appears in 12 contracts

Samples: Stock Purchase Agreement (Nukkleus Inc.), Stock Purchase Agreement (Vringo Inc), Stock Purchase Agreement (FORM Holdings Corp.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction state of its incorporation.

Appears in 12 contracts

Samples: Purchase and Sale Agreement (Medicines Co /De), Asset Purchase Agreement (Brooks Automation Inc), Master Purchase and Sale Agreement (Gsi Group Inc)

Organization. The Buyer is a corporation corporation, duly organizedincorporated, validly existing, existing and in good standing under the laws of in the jurisdiction of its incorporation. Buyer has the requisite corporate power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby.

Appears in 7 contracts

Samples: Agreement (Arisz Acquisition Corp.), Agreement (Orisun Acquisition Corp.), Agreement (Orisun Acquisition Corp.)

Organization. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporationformation.

Appears in 7 contracts

Samples: Purchase Agreement (Rachesky Mark H Md), Agreement for Purchase and Sale (Stone Energy Corp), Warrant Purchase Agreement (Crescent Operating Inc)

Organization. The Buyer is a corporation legal entity duly organized, validly existing, existing and in good standing under the laws Laws of the its jurisdiction of its incorporationorganization.

Appears in 7 contracts

Samples: Asset and Stock Purchase Agreement (LEE ENTERPRISES, Inc), Stock and Asset Purchase Agreement (McClatchy Co), Asset Purchase Agreement (Lee Enterprises, Inc)

Organization. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

Appears in 6 contracts

Samples: Purchase and Sale Agreement, Stock Purchase Agreement (Diedrich Coffee Inc), Agreement and Plan of Merger (Hythiam Inc)

Organization. The Buyer is a corporation an entity duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationformation.

Appears in 5 contracts

Samples: Securities Purchase Agreement (THRC Holdings, LP), Note Purchase Agreement (THRC Holdings, LP), Securities Transfer Agreement (SWK Holdings Corp)

Organization. The Buyer is a corporation that is duly organized, validly existing, existing and in good standing under the laws Laws of the its jurisdiction of incorporation. Buyer possesses the full corporate power and authority to own its incorporationAssets, conduct its business as and where such business is presently conducted, and enter into this Agreement.

Appears in 5 contracts

Samples: Purchase Agreement (Providence Service Corp), Purchase Agreement (Providence Service Corp), Purchase Agreement (Providence Service Corp)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the its jurisdiction of organization, with full power and authority to conduct its incorporationbusiness and to own and operate its assets and properties as presently conducted and operated.

Appears in 5 contracts

Samples: Asset Purchase Agreement (American Medical Alert Corp), Asset Purchase Agreement (American Medical Alert Corp), Asset Purchase Agreement (American Medical Alert Corp)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction Republic of the Xxxxxxxx Islands and has all requisite corporate power and authority to own, lease and operate its incorporationproperties and to carry on its business as now conducted.

Appears in 5 contracts

Samples: Share Purchase Agreement (DryShips Inc.), Share Purchase Agreement (DryShips Inc.), Share Purchase Agreement (DryShips Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the its jurisdiction of incorporation, and has the corporate power and lawful authority to own, lease and operate its incorporationassets, properties and business and to carry on its business as now being and as heretofore conducted.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Fusion Telecommunications International Inc), Stock Purchase Agreement (Fusion Telecommunications International Inc), Escrow Agreement (Fusion Telecommunications International Inc)

Organization. The Buyer is a corporation duly organized, organized and validly existing, and existing in good standing under the laws of the jurisdiction of in which it is organized, and has the requisite organizational power and authority to own its incorporationproperties and to carry on its business as now being conducted.

Appears in 4 contracts

Samples: Stock Purchase Agreement (HOOKIPA Pharma Inc.), Stock Purchase Agreement (HOOKIPA Pharma Inc.), Common Stock Purchase Agreement (GBT Technologies Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction state of its incorporation.

Appears in 4 contracts

Samples: Stock Purchase and Sale Agreement (Vianet Technologies Inc), Asset Purchase Agreement (Student Advantage Inc), Stock Purchase Agreement (Navisite Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction State of its incorporationWashington.

Appears in 4 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Inventure Foods, Inc.), Asset Purchase Agreement (Us Concrete Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation.

Appears in 4 contracts

Samples: Master Purchase and Sale Agreement (Varex Imaging Corp), Master Purchase and Sale Agreement (Perkinelmer Inc), Asset Purchase Agreement (U S Liquids Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationstate in which it was incorporated. Buyer has all requisite corporate right, power and authority to purchase the Purchased Assets from Seller pursuant to this Agreement.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Roller Bearing Co of America Inc), Asset Purchase Agreement (Roller Bearing Co of America Inc), Asset Purchase Agreement (Roller Bearing Co of America Inc)

Organization. The Buyer is a corporation duly organizedformed, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationorganization.

Appears in 4 contracts

Samples: Purchase Agreement (American Virtual Cloud Technologies, Inc.), Purchase Agreement (Ribbon Communications Inc.), Purchase Agreement (American Virtual Cloud Technologies, Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationformation with full power and authority to carry on its business and to own or lease and to operate its properties as and in the places where such business is conducted and such properties are owned, leased or operated.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Brownie's Marine Group, Inc), Asset Purchase Agreement (XTX Energy Inc), Asset Purchase Agreement (Brownie's Marine Group, Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its incorporationproperties and to carry on its business as now being conducted.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Cytec Industries Inc/De/), Asset Purchase Agreement (Hexcel Corp /De/), Asset Purchase Agreement (Hexcel Corp /De/)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction state of its incorporation. Buyer has the requisite corporate power and authority to own, lease and operate the properties and assets used in connection with its business as currently being conducted or to be acquired pursuant hereto.

Appears in 3 contracts

Samples: Asset Purchase Agreement (New Media Investment Group Inc.), Asset Purchase Agreement (Meredith Corp), Asset Purchase Agreement (Meredith Corp)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its incorporationproperty and assets and to carry on its business as presently conducted. Buyer has delivered or made available to the Company and Seller true and complete copies of its certificate of incorporation (and all amendments thereto) and bylaws (as currently in effect).

Appears in 3 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement (Cardinal Health Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationorganization. The Buyer has made available to the Sellers a true, complete and correct copy of the Charter of the Buyer, as in effect on the date hereof.

Appears in 3 contracts

Samples: Stock Purchase Agreement, Purchase Agreement (Nortek Inc), Stock Purchase Agreement (Ply Gem Industries Inc)

Organization. (a) The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction of its incorporationincorporation 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 3 contracts

Samples: Acquisition Agreement (Alcoa Inc), Acquisition Agreement (Fairchild Corp), Acquisition Agreement (Fairchild Corp)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority to carry on its business as it is now being conducted, and to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement of Purchase and Sale (Intellesale Com Inc), Agreement of Purchase and Sale (Terex Corp), Agreement of Purchase and Sale (Applied Cellular Technology Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the its jurisdiction of organization. Buyer has all requisite power and authority to carry on its incorporationbusinesses.

Appears in 3 contracts

Samples: Equity Purchase Agreement (Quaint Oak Bancorp Inc), Stock Purchase Agreement (Thor Industries Inc), Stock Purchase Agreement (Thor Industries Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction state of its incorporationcorporation, and has the requisite power and authority (corporate and other) to own its properties and to carry on its business as now being conducted.

Appears in 3 contracts

Samples: Asset Purchase and License Agreement (Micrografx Inc), Software Purchase Agreement (Princeton Review Inc), Asset Purchase and License Agreement (Micrografx Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction of its incorporationformation and has all requisite power and authority to carry on its businesses as now being conducted, except where the failure to have such power or authority would not be reasonably expected to prevent or materially delay the consummation of the Stock Purchase.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Zomedica Corp.), Stock Purchase Agreement (Zomedica Corp.)

Organization. The Buyer is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the jurisdiction its state of its incorporation.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Beacon Roofing Supply Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction its state of its incorporation.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Utstarcom Inc), Asset Purchase Agreement (3com Corp)

Organization. The Buyer is a corporation corporation, duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of state in which it is organized and has all requisite power and authority to: (i) execute this Agreement and the Ancillary Agreements to which it is a party; and (ii) perform its incorporationobligations and consummate the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Estoppel Certificate (Rayonier Inc), Purchase and Sale Agreement (Rayonier Inc)

Organization. The Buyer is a corporation corporation, duly organizedincorporated, validly existing, existing and in good standing under the laws of in the jurisdiction of its incorporation. The Buyer has the requisite corporate power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Backstop Agreement (Longevity Acquisition Corp), Voting and Support Agreement (4D Pharma PLC)

Organization. The Buyer is a corporation duly organized, organized and validly existing, existing and in good standing under the laws of the jurisdiction State of its incorporationIllinois.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction Commonwealth of its incorporationMassachusetts.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Hemacare Corp /Ca/), Asset Purchase Agreement (Hemacare Corp /Ca/)

Organization. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the its jurisdiction of incorporation, with full corporate power and authority to conduct its incorporationbusiness as it is now being conducted, to own or use the properties and assets that it owns and uses, and to perform all of its obligations.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Smartserv Online Inc), Stock Purchase Agreement (Smartserv Online Inc)

Organization. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws Laws of the jurisdiction of its incorporationincorporation or organization, as applicable.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Endonovo Therapeutics, Inc.), Asset Purchase Agreement (Endonovo Therapeutics, Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction State of Washington. The Buyer has all corporate power necessary to carry on its incorporationbusiness as now being conducted.

Appears in 2 contracts

Samples: Merger Agreement (Charmed Homes Inc.), Stock Purchase Agreement (Iveda Corp)

Organization. The Buyer is a corporation duly organized, validly existing, ------------ existing and in good standing under the laws of the its jurisdiction of organization, and has the corporate power and authority to own or lease its incorporationproperties, carry on its business, enter into this Agreement and the Other Agreements to which it is or is to become a party and perform its obligations hereunder and thereunder. 4.02.

Appears in 2 contracts

Samples: Stock Purchase Agreement (United States Filter Corp), Stock Purchase Agreement (United States Filter Corp)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction its state of incorporation and has all requisite corporate power and authority to own, lease and operate its incorporationproperties and assets and to conduct its business as currently conducted or proposed to be conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Andersen Group Inc), Asset Purchase Agreement (Buckeye Ventures, Inc.)

Organization. (a) The Buyer is a corporation or other entity duly organizedorganized or formed, validly existing, and in good standing under the laws Laws of the jurisdiction of its incorporationincorporation or formation, and has all requisite corporate or other organizational power and authority required to own, lease or otherwise hold, use and operate its properties, rights and other assets and to carry on its business as it is now being conducted.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Montage Resources Corp), Agreement and Plan of Merger (Southwestern Energy Co)

Organization. The Buyer is a corporation that is duly organized, validly existing, existing and in good standing under the laws Law of the its jurisdiction of incorporation. Buyer possesses the full corporate power and authority to own its incorporationAssets, conduct its business as and where such business is presently conducted, and enter into this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Acquisition Agreement (GeoPharma, Inc.)

Organization. The Buyer is a corporation an entity duly organized, validly existing, existing and in good standing under the laws of the jurisdiction Laws of its incorporationstate of organization.

Appears in 2 contracts

Samples: Site Services Agreement (HollyFrontier Corp), Site Services Agreement (Holly Energy Partners Lp)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationformation.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Tiger Oil & Energy, Inc.), Stock Purchase Agreement (Kore Resources Inc.)

Organization. The Buyer is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the jurisdiction state of its incorporation. Buyer has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry out its business as and where now being conducted.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Homeland Security Capital CORP), Stock Purchase Agreement (DJSP Enterprises, Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the its jurisdiction of formation. Buyer is duly qualified to do business in all jurisdictions in which it owns assets or properties or transacts business, including in France. Buyer has the requisite power and authority to own, lease and use its incorporationproperties and to conduct its business as now being conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Amphastar Pharmaceuticals, Inc.), Asset Purchase Agreement (Amphastar Pharmaceuticals, Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws Laws of the jurisdiction Commonwealth of its incorporationKentucky.

Appears in 2 contracts

Samples: Share Purchase Agreement (Almost Family Inc), Stock Purchase Agreement (Almost Family Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction state of its incorporationorganization. The Buyer has the requisite corporate power and authority to own, lease and use the properties and assets that it owns, leases and uses and to conduct its business as presently conducted.

Appears in 2 contracts

Samples: Stock Purchase Agreement (MiddleBrook Pharmaceuticals, Inc.), Stock Purchase Agreement (MiddleBrook Pharmaceuticals, Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction of its incorporationin which it is organized.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (R F Industries LTD), Membership Interest Purchase Agreement (Wireless Telecom Group Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationincorporation and it has all corporate authority to enter into, and perform its obligations under, this Agreement and the other agreements to which it is a party pursuant hereto.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Inprimis Inc), Securities Purchase Agreement (Ener1 Holdings Inc)

Organization. The Buyer is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws Laws of the its jurisdiction of incorporation. The Buyer has the requisite corporate power and authority to own, lease and operate its incorporationassets and to carry on its business as now being conducted.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Westborn Service Center, Inc.), Stock Purchase Agreement (Cooper Tire & Rubber Co)

Organization. The Buyer is a corporation an entity duly organized, validly existing, existing and in good standing under the laws of the jurisdiction Laws of its incorporationstate of organization.

Appears in 2 contracts

Samples: LLC Interest Purchase Agreement (Holly Energy Partners Lp), Asset Purchase Agreement (Holly Energy Partners Lp)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationincorporation and has all requisite 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: Asset Purchase Agreement (Pinnacle Energy Corp.), Asset Purchase Agreement (Datalogic International Inc)

Organization. The Buyer is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws Laws of the its jurisdiction of incorporation, and has the corporate power and authority to own, lease and operate its incorporationassets and to carry on its business as now being conducted.

Appears in 2 contracts

Samples: Purchase Agreement (Mativ Holdings, Inc.), Purchase Agreement (TFI International Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction of its incorporation.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Vertex Pharmaceuticals Inc / Ma), Asset Purchase and Sale Agreement (Merrimack Pharmaceuticals Inc)

Organization. The Buyer is a corporation duly organized, organized and validly existing, and in good standing existing under the laws of the jurisdiction of its incorporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Credence Systems Corp), Stock Purchase Agreement (Softbank Holdings Inc Et Al)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationincorporation and has the requisite corporate power to carry on its business as now conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (American Bio Medica Corp), Asset Purchase Agreement (Friendable, Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of Illinois and has all requisite corporate power and authority to effect the jurisdiction of its incorporationtransactions contemplated hereunder.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Gallagher Arthur J & Co)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationNevis.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Sirrus Corp.), Stock Purchase Agreement (Aureus Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of state in which it was organized and the Buyer has all requisite corporate power and authority to enter into this Agreement and to perform its incorporationobligations hereunder. The Buyer has all requisite corporate power and corporate authority to own or lease their respective properties and assets as now owned or leased and to carry on its business as and where now being conducted.

Appears in 2 contracts

Samples: Purchase Agreement (Clearpoint Business Resources, Inc), Purchase Agreement (Clearpoint Business Resources, Inc)

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Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction State of its incorporationIllinois.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Champion Parts Inc), Agreement of Purchase and Sale (SHC Corp)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction Laws of its incorporationstate of incorporation and has all the corporate power and authority to own, operate or lease its properties, carry on its business as now conducted and enter into this Agreement and perform its obligations hereunder.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Mercadolibre Inc), Stock Purchase Agreement (Mercadolibre Inc)

Organization. The Buyer is a corporation an entity duly organized, validly existing, existing and in good standing under the laws of the jurisdiction Applicable Laws of its incorporationstate of organization.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Delek Logistics Partners, LP)

Organization. The Buyer is a corporation duly organized, validly existing, existing ------------ and in good standing under the laws of the jurisdiction state of its incorporation.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Hologic Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction its state of incorporation and has all requisite corporate power and authority to own, lease and operate its incorporationproperties and assets and to conduct its business as currently conducted or proposed to be conducted. 4.2.

Appears in 1 contract

Samples: Asset Purchase Agreement

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationincorporation (as first set forth above). Buyer has the requisite corporate power and authority to execute and deliver this Agreement and all of the other agreements and instruments to be executed and delivered by Buyer (collectively, the "Buyer Ancillary Agreements"), to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Amerivision Communications Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of its state of incorporation and has all requisite corporate or other power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized and in good standing or to have such power, authority, and governmental approvals would not prevent the Buyer from consummating, or materially delay or materially impair the ability of the jurisdiction of its incorporationBuyer to consummate, the Transactions.

Appears in 1 contract

Samples: Stock Sale Agreement (Yell Finance Bv)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction of its incorporation.. Section 3.02

Appears in 1 contract

Samples: Asset Purchase Agreement (Concert Pharmaceuticals, Inc.)

Organization. The Buyer is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the its jurisdiction of formation and has all requisite corporate power and authority to own, lease and operate its incorporationproperties and to carry on its business in all material respects as now conducted.

Appears in 1 contract

Samples: Sale and Purchase Agreement (HL Acquisitions Corp.)

Organization. The Buyer is a corporation duly organized, organized and validly existing, existing and in good standing under the laws of its state of incorporation and has the jurisdiction of requisite corporate power to enter into and perform its incorporationobligations under this Agreement and under any other agreements, documents and/or instruments to be executed and/or delivered by it pursuant to or in connection with this Agreement.

Appears in 1 contract

Samples: Asset Purchase and Exchange Agreement (Matrix Capital Corp /Co/)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction of its incorporationformation with the full power and authority to conduct its business and to own and lease its properties.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spire Corp)

Organization. The Buyer is a corporation company duly organized, validly existing, and in good standing under the laws of the its jurisdiction of incorporation, and has all requisite power and authority to own and lease the properties and assets it currently owns and leases and to conduct its incorporationactivities as such activities are currently conducted.

Appears in 1 contract

Samples: Purchase and Sale Agreement (District Metals Corp.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationincorporation 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 1 contract

Samples: Purchase Agreement (Newcare Health Corp)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationincorporation 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 1 contract

Samples: Stock Purchase Agreement (Integrity Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction Laws of its incorporationstate of organization.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (NGL Energy Partners LP)

Organization. The Buyer is a corporation corporation, duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction of its incorporationformation and has all requisite corporate power and authority to carry on its businesses as now being conducted, except where the failure to have such power or authority would not prevent or materially delay the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Medassets Inc)

Organization. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporationorganization.

Appears in 1 contract

Samples: Securities Purchase Agreement (Choicepoint Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationorganization.

Appears in 1 contract

Samples: Stock Purchase Agreement (Saf T Hammer Corp/Nv)

Organization. The Buyer is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the its jurisdiction of its incorporationorganization.

Appears in 1 contract

Samples: Asset Purchase Agreement (Imation Corp)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its incorporationproperties and to carry on its business as now conducted.

Appears in 1 contract

Samples: Purchase Agreement (Global Energy Inc)

Organization. The Buyer is a corporation duly organized, validly existingexisting and, and where applicable as a legal concept, in good standing (or equivalent) under the laws of the jurisdiction state of its incorporation.

Appears in 1 contract

Samples: Purchase and Sale Agreement (EverQuote, Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationorganization 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 1 contract

Samples: Stock Purchase Agreement (Heritage Global Inc.)

Organization. The Buyer is a corporation corporation, duly organized, validly existing, and in good standing under the laws of the jurisdiction state of its incorporation, and is qualified and authorized to transact business in, and is in good standing under the laws of, each jurisdiction in which any Mortgaged Property is located or is otherwise exempt under applicable law from such qualification. Buyer has the requisite corporate power and authority to own and operate its properties, to carry on its business as it is now being conducted, and to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Continuing Loan Purchase Agreement (Austin Funding Com Corp)

Organization. The Buyer is a corporation duly organized, validly existing, subsisting and in good standing under the laws of its state of incorporation. Buyer has full power and authority (including all licenses, franchises, permits and other governmental authorizations which are legally required) to own or lease its respective properties, and to engage in the jurisdiction of its incorporationbusiness and activities now conducted by Buyer.

Appears in 1 contract

Samples: Share Purchase Agreement (Approved Financial Corp)

Organization. The Buyer is a corporation duly organized, validly existing, ------------ existing and in good standing under the laws of the jurisdiction its state of its incorporation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Thinka Weight Loss Corp)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationorganization. The Buyer has made available to the Sellers Representative a true, complete and correct copy of each of the Buyer's organizational documents, each as in effect on the date hereof (collectively, the "Buyer Charter Documents").

Appears in 1 contract

Samples: Stock Purchase Agreement (Simmons Co /Ga/)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the its jurisdiction of its incorporation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Affiliated Computer Services Inc)

Organization. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.. The Buyer is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required except where the failure to be so qualified would not have a

Appears in 1 contract

Samples: Agreement for Sale of Stock (Kinam Gold Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the state of its jurisdiction of its incorporationorganization.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Analog Devices Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction Laws of its state of incorporation, and has the corporate power and authority to own, operate or lease its properties, carry on its business, enter into this Agreement and to perform its obligations hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pall Corp)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the its jurisdiction of organization, and has the [corporate] power and authority to enter into this Agreement and the Other Agreements to which it is or is to become a party and perform its incorporationobligations hereunder and thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Carpenter Technology Corp)

Organization. The Buyer is a duly organized and validly existing corporation duly organized, validly existing, organized and in good standing under the laws of the jurisdiction State of its incorporationAlaska.

Appears in 1 contract

Samples: Purchase and Sale Agreement (International Tower Hill Mines LTD)

Organization. The Buyer is a corporation company duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction Republic of its incorporationFrance.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vinco Ventures, Inc.)

Organization. The Buyer is a corporation corporation, duly organizedincorporated, validly existing, existing and in good standing under the laws of in the jurisdiction of its incorporation. Buyer has the requisite corporate power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Asia Special Situation Acquisition Corp)

Organization. The Buyer is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite corporate power to own, lease and operate its property and to carry on its business as now being conducted and as proposed to be conducted. The Buyer is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the ability of the Buyer to consummate the transactions hereunder.

Appears in 1 contract

Samples: Purchase Agreement (Bertelsmann Ag)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationorganization. The Buyer has made available to the Seller a true, complete and correct copy of each of the Buyer’s organizational documents, each as in effect on the date hereof (collectively, the “Buyer Charter Documents”).

Appears in 1 contract

Samples: Escrow Agreement (Global Power Equipment Group Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction state of its incorporation. Buyer has full corporate power and authority to enter into this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby upon the terms and conditions herein provided.

Appears in 1 contract

Samples: Asset Purchase Agreement (Iconix Brand Group, Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction Province of its incorporationBritish Columbia.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Silver Standard Resources Inc)

Organization. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws Laws of the jurisdiction of its incorporation.

Appears in 1 contract

Samples: Purchase Agreement (Knight Inc.)

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