Organization. Buyer is a limited liability company duly formed, 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, lease, and operate its business as currently conducted.
Appears in 25 contracts
Samples: Purchase Agreement (Bloom Energy Corp), Master Energy Server Purchase Agreement, Fuel Cell System Supply and Installation Agreement (Bloom Energy Corp)
Organization. Buyer is a limited liability company duly formedorganized, 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, lease, and operate its business as currently conductedDelaware.
Appears in 23 contracts
Samples: Asset Purchase Agreement (Bgsf, Inc.), Asset Purchase Agreement (Bgsf, Inc.), Membership Interest Purchase Agreement (XCel Brands, Inc.)
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Buyer has all requisite limited liability company power and authority to ownexecute, lease, deliver and operate its business as currently conductedcarry out the terms of this Agreement and the consummation of the transactions contemplated herein.
Appears in 11 contracts
Samples: Investment Agreement (Elbit Vision Systems LTD), Investment Agreement (Torrent Energy Corp), Investment Agreement (iPOINT USA CORP)
Organization. Buyer is a duly formed limited liability company duly formedcompany, 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 business as currently conductedDelaware.
Appears in 11 contracts
Samples: Asset Purchase Agreement (Pittston Co), Asset Purchase Agreement (Alpha Natural Resources, Inc.), Asset Purchase Agreement (Pittston Co)
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of Delaware, and Buyer has the State of Delaware and has all requisite limited liability company power and authority to own, lease, and operate carry on its business as currently now being conducted.;
Appears in 8 contracts
Samples: Continuing Site/Interconnection Agreement, Continuing Site/Interconnection Agreement, Continuing Site/Interconnection Agreement
Organization. Buyer is a limited liability company duly formed, partnership formed and validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite limited liability company power partnership powers and authority all licenses, authorizations, consents and approvals required to own, lease, and operate carry on its business as currently conductednow conducted and as proposed to be conducted in connection with the transactions contemplated by the Transaction Documents.
Appears in 7 contracts
Samples: Royalty Interest Acquisition Agreement (Healthcare Royalty, Inc.), Royalty Interest Acquisition Agreement (Healthcare Royalty, Inc.), Royalty Interest Acquisition Agreement (Akebia Therapeutics, Inc.)
Organization. Buyer is a Delaware limited liability company company, duly formedorganized, validly existing and in good standing under the laws Laws of the State jurisdiction of Delaware and has all requisite limited liability company power and authority to own, lease, and operate its business as currently conductedorganization.
Appears in 5 contracts
Samples: Share Purchase Agreement (Revelyst, Inc.), Share Purchase Agreement (Outdoor Products Spinco Inc.), Share Purchase Agreement (Outdoor Products Spinco Inc.)
Organization. Buyer is a limited liability company duly formedorganized, ------------ validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite limited liability company power and authority to own, lease, own and operate lease the properties and assets it currently owns and leases and to conduct its activities and to carry on its business as such activities and business are currently conducted.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Jones Cable Income Fund 1-B LTD), Asset Purchase Agreement (Mediacom LLC), Asset Purchase Agreement (Jones Cable Income Fund 1-C LTD)
Organization. Buyer is a limited liability company duly formed, organized and validly existing and in good standing under the laws of the State of Delaware and has all the requisite limited liability company power and authority to own, lease, lease and operate its assets and properties and to carry on its business as it is now being or currently planned by Buyer to be conducted.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Qorus Com Inc), Securities Purchase Agreement (Cyber Merchants Exchange Inc), Securities Purchase Agreement (Asap Show, Inc.)
Organization. The Buyer is a limited liability company duly formed, organized and validly existing and in good standing under the laws of the State of Delaware and has all the requisite limited liability company power and authority to own, lease, lease and operate its assets and properties and to carry on its business as it is now being or currently planned by the Buyer to be conducted.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Catalyst Lighting Group Inc), Securities Purchase Agreement (Frezer, Inc.), Securities Purchase Agreement (Quikbyte Software Inc)
Organization. Buyer is a limited liability company duly formedorganized, validly existing 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 business as currently conductedDelaware.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Nextera Energy Partners, Lp), Asset Purchase Agreement (Alpha Natural Resources, Inc.), Asset Purchase Agreement (Alpha Natural Resources, Inc.)
Organization. Buyer is a limited liability company duly formed, 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 business as currently conductedDelaware.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Seacor Holdings Inc /New/), Membership Interest Purchase Agreement (Macquarie Infrastructure CO LLC), Membership Interest Purchase Agreement (Macquarie Infrastructure CO LLC)
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite limited liability company corporate power and authority to own, leaseoperate, lease and operate encumber its properties and to carry on its business as currently now conducted, and to enter into this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement and to perform its obligations hereunder and thereunder.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Prometheus Southeast Retail LLC), Stock Purchase Agreement (Fac Realty Trust Inc), Stock Purchase Agreement (Lfsri Ii Alternative Partnership L P)
Organization. Buyer is a limited liability company duly formedorganized, 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 business as currently conductedDelaware.
Appears in 3 contracts
Samples: Equity and Asset Purchase Agreement (Priority Technology Holdings, Inc.), Asset Purchase Agreement (Emerald Holding, Inc.), Asset Purchase Agreement (E.W. SCRIPPS Co)
Organization. Buyer is a limited liability company duly formed, 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 business as currently conductedDelaware.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Vistra Energy Corp), Purchase and Sale Agreement (Vistra Energy Corp), Purchase and Sale Agreement (Energy Future Intermediate Holding CO LLC)
Organization. The Buyer is a limited liability company duly formedcompany, validly existing and in good standing under the laws Applicable Laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease, and operate its business as currently conductedDelaware.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Delek Logistics Partners, LP), Asset Purchase Agreement (Delek Logistics Partners, LP)
Organization. Buyer is a limited liability company duly formedorganized, 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 business as currently conductedDelaware.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Smart Sand, Inc.), Asset Purchase Agreement (Smart Sand, Inc.), Asset Purchase Agreement (Trinity Industries Inc)
Organization. The Buyer is a limited liability company duly formedorganized, 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, lease, lease and operate its properties and to carry on its business as is now being conducted. The Buyer has heretofore delivered to the Seller complete and correct copies of its Certificate of Organization and LLC Operating Agreement (or other similar governing documents), as currently conductedin effect.
Appears in 3 contracts
Samples: Asset Sale Agreement (Commonwealth Energy System), Asset Sale Agreement (Canal Electric Co), Asset Sale Agreement (Cambridge Electric Light Co)
Organization. Buyer is a limited liability company duly formed, which is 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, lease, and operate its business as currently conductedDelaware.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Athens Acquisition LLC), Securities Purchase Agreement (Athens Acquisition LLC), Securities Purchase Agreement (Athens Acquisition LLC)
Organization. The Buyer is a limited liability company duly formedorganized, 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 business as currently conductedDelaware.
Appears in 2 contracts
Samples: Securities Purchase Agreement (CareMax, Inc.), Purchase Agreement (CatchMark Timber Trust, Inc.)
Organization. Buyer is a Delaware limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority authorized to own, lease, and operate its conduct business as currently conductedin the State in which the Properties are located.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Alta Mesa Holdings, LP), Purchase and Sale Agreement (Alta Mesa Holdings, LP)
Organization. Buyer is a limited liability company duly formedorganized, 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, lease, and operate its business as currently conductedDelaware.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Asset Purchase Agreement (Material Sciences Corp)
Organization. Buyer is a limited liability company company, duly formed, 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 own, lease, and operate carry on its business as currently conductedpresently conducted and to use the properties owned and used by it. Parent is a corporation, duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. Parent has all requisite corporate power and authority to carry on its business as presently conducted and to use the properties owned and used by it.
Appears in 2 contracts
Samples: Merger Agreement (SFX Entertainment, INC), Merger Agreement (SFX Entertainment, INC)
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware, is duly authorized to do business in and is in good standing in the State of New York and, and has all requisite limited liability company power and authority to ownexecute, lease, deliver and operate its business as currently conductedperform this Agreement and each agreement and instrument to be executed and delivered by Buyer pursuant hereto.
Appears in 2 contracts
Samples: Terminals Sale and Purchase Agreement, Terminals Sale and Purchase Agreement (Global Partners Lp)
Organization. Buyer is a limited liability company duly formedorganized, validly 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 conduct its business as it is now conducted and to own, lease, lease and operate its business as currently conductedproperties and assets.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Nutrition 21 Inc), Asset Purchase Agreement (Nutrition 21 Inc)
Organization. Buyer is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company corporate power and authority to own, lease, lease and operate its 192 properties and to carry on its business as is now being conducted. Buyer has heretofore delivered to Seller complete and correct copies of its Certificate of Formation and Operating Agreement (or other similar governing documents), as currently conductedin effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Illinova Corp), Asset Purchase Agreement (Illinois Power Co)
Organization. Buyer is a limited liability company duly formed------------ 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, lease, lease or operate its properties and operate to carry on its business as it is now being conducted. Buyer is, or by the Closing will be, qualified to do business in the Commonwealth of Pennsylvania. Buyer has heretofore delivered to Sellers complete and correct copies of its articles of organization and by-laws (or other similar governing documents) as currently conductedin effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (WPS Resources Corp), Asset Purchase Agreement (WPS Resources Corp)
Organization. Buyer is a limited liability company duly formed, 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, lease, and operate its business as currently conductedDelaware.
Appears in 2 contracts
Samples: Purchase Agreement (Verso Corp), Asset Purchase Agreement (Sypris Solutions Inc)
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware. Buyer is duly licensed and has all requisite in good standing in each jurisdiction where it is required to be registered as a foreign limited liability company power and authority to own, lease, and operate its business as currently conductedcompany.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Eaco Corp), Asset Purchase Agreement (Eaco Corp)
Organization. Buyer is a limited liability company partnership duly formed, and validly organized and existing and in good standing under the laws Laws of the State of Delaware and has all requisite full limited liability company power and authority to own, leaseoperate or lease the properties and assets now owned, operated or leased by it and operate to carry on its business as it has been and is currently conducted.
Appears in 2 contracts
Samples: Contribution Agreement (Vinebrook Homes Trust, Inc.), Side Letter to Contribution Agreement (Vinebrook Homes Trust, Inc.)
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite limited liability company full power and authority to own, lease, enter into this Agreement and operate its business as currently conductedto consummate the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Safety Products Holdings, Inc.), Stock Purchase Agreement (Norcross Safety Products LLC)
Organization. Buyer is a limited liability company duly formedorganized, ------------ 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, lease, and operate its business as currently conductedDelaware.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Abc Naco Inc), Asset Purchase Agreement (Snowball Com Inc)
Organization. Buyer is a limited liability company duly formed, 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, lease, execute and operate deliver this Agreement and to perform its business as currently conductedobligations hereunder and to consummate the Transaction.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Extra Space Storage Inc.), Membership Interest Purchase Agreement (Extra Space Storage Inc.)
Organization. The Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Buyer has all requisite limited liability company power and authority to own, lease, lease and operate its properties and to carry on its business as currently being conducted.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Danskin Inc), Securities Purchase Agreement (Danskin Investors LLC)
Organization. Buyer is a limited liability company company, duly formedorganized, 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, lease, and operate its business as currently conductedDelaware.
Appears in 2 contracts
Samples: Payment Interest Purchase Agreement (Talphera, Inc.), Payment Interest Purchase Agreement (Aptevo Therapeutics Inc.)
Organization. Buyer is a limited liability company company, duly formed, validly existing existing, and in good standing under the laws Laws of the State of Delaware and Delaware. Buyer has all requisite limited liability company power and authority to own, lease, and operate carry on its business as currently conductedpresently conducted and to use the properties owned and used by it. Parent is a corporation, duly incorporated, validly existing, and in good standing under the Laws of the State of Delaware. Parent has all requisite corporate power and authority to carry on its business as presently conducted and to use the properties owned and used by it.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (SFX Entertainment, INC), Membership Interest Purchase Agreement (SFX Entertainment, INC)
Organization. Buyer is a limited liability company company, duly formedorganized, 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 owncarry on its businesses as now being conducted, lease, except where the failure to have such power or authority would not prevent or materially delay the consummation of the Transactions. Xxxxx has delivered to Seller copies of its respective Governing Documents as amended and operate its business as currently conductedin effect as of the Closing Date.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Spruce Power Holding Corp), Asset Purchase Agreement (New Jersey Resources Corp)
Organization. The Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws Applicable Laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease, and operate its business as currently conductedDelaware.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Delek Logistics Partners, LP), Asset Purchase Agreement (Delek US Holdings, Inc.)
Organization. The Buyer is a limited liability company duly formedorganized, 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, lease, lease and operate its properties and to carry on its business as now being conducted. The Buyer has heretofore delivered to the Seller complete and correct copies of its Certificate of Formation and Limited Liability Company Agreement (or other similar governing documents), as currently conductedin effect.
Appears in 2 contracts
Samples: Sales Contracts (Orange & Rockland Utilities Inc), Sales Agreement (Orange & Rockland Utilities Inc)
Organization. Each Buyer is a limited liability company company, duly formed, formed and validly existing and in good standing under the laws Applicable Laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease, and operate its business as currently conductedDelaware.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Valero Energy Partners Lp)
Organization. Buyer is a limited liability company duly formedorganized, 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 own, lease, lease and operate its properties and to carry on its business as currently it now being conducted.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Vanguard Natural Resources, LLC), Asset Purchase Agreement (Vanguard Natural Resources, LLC)
Organization. The Buyer is a limited liability company duly formed, organized and validly existing and in good standing under the laws of the State state of Delaware and has all requisite limited liability company power and authority to own, lease, own its properties and operate assets and to conduct its business as currently now conducted. The Buyer is duly qualified to do business as a foreign entity in every jurisdiction where the character of the properties owned or leased by the Buyer or the nature of the business conducted by the Buyer makes such qualifications necessary.
Appears in 2 contracts
Samples: Purchase Agreement (Enterprise Products Operating L P), Purchase Agreement (Williams Companies Inc)
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all the requisite limited liability company power and authority to own, lease, lease and operate its properties and to conduct its business as currently it is presently being conducted.
Appears in 1 contract
Samples: Asset Sale and Purchase Agreement (Williams Companies Inc)
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware, is duly authorized to do business in and is in good standing in the States of New York and Vermont, and has all requisite limited liability company power and authority to ownexecute, lease, deliver and operate its business as currently conductedperform this Agreement and each agreement and instrument to be executed and delivered by Buyer pursuant hereto.
Appears in 1 contract
Samples: Terminals Sale and Purchase Agreement (Global Partners Lp)
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Buyer has all requisite limited liability company power power, authority and authority legal capacity to own, lease, and operate carry on its business as currently presently conducted.
Appears in 1 contract
Organization. Buyer is a limited liability company company, duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company corporate power and authority to own, lease, lease and operate its properties and to carry on its business as currently now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, or if not so duly qualified, its failure to be so qualified will not have a Material Adverse Effect on its business, operations or financial condition.
Appears in 1 contract
Samples: Asset Sale and Purchase Agreement (Petersen Companies Inc)
Organization. The Buyer is a limited liability company company, duly formedorganized, 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 ownown its properties, lease, conduct the Business and operate its business as currently conductedeffect the transactions contemplated hereunder. The Buyer is in good standing in each jurisdiction in which failure to be so qualified would have a material adverse effect on the ability of the Buyer to consummate the transactions contemplated hereunder.
Appears in 1 contract
Organization. Buyer is a limited liability company duly formed, validly existing 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 business as currently conductedDelaware.
Appears in 1 contract
Samples: Equity Capital Contribution Agreement (Stronghold Digital Mining, Inc.)
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware. Buyer has full power, authority and capacity to execute and deliver the Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Buyer has all requisite limited liability company power and full authority to own, lease, and operate conduct its business as currently and to the extent now conducted.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Arc Logistics Partners LP)
Organization. Buyer is a limited liability company duly formedorganized, validly existing existing, and in good standing under the laws of the State of Delaware and has with all requisite limited liability company corporate power and authority to owncarry on its business, lease, to own or lease the Purchased Assets and operate to execute and deliver this Agreement and the other Transaction Documents to be executed and delivered by Buyer as contemplated thereby and to perform its business as currently conductedobligations hereunder and thereunder.
Appears in 1 contract
Organization. The Buyer is a limited liability company duly formed, validly existing organized and in good standing under the laws of the State of Delaware Delaware, and has all requisite limited liability company the power and authority to own, lease, and operate carry on its business as currently presently conducted.
Appears in 1 contract
Organization. Buyer is a limited liability company duly formed, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Buyer has all requisite limited liability company power and authority necessary to own, lease, own and operate lease its properties and assets and to carry on its business as currently it is now being conducted.
Appears in 1 contract
Samples: Securities Purchase Agreement (J&j Snack Foods Corp)
Organization. Buyer is a limited liability company duly formedorganized, validly existing existing, and in good standing (or equivalent) under the laws of the State Laws of Delaware and has the requisite power to carry on its business as now being conducted. Buyer has all requisite limited liability company power and authority to own, lease, lease and operate its business properties, rights or assets, carry on its businesses as currently now being conducted, and to carry out the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Callon Petroleum Co)
Organization. Buyer is a limited liability company company, duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and has with all requisite limited liability company necessary power and authority to ownexecute, lease, deliver and operate its business as currently conductedperform this Agreement.
Appears in 1 contract
Samples: Warrant Purchase Agreement (Univision Communications Inc)
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws Laws of the State state of Delaware and has all requisite Delaware. UK Buyer is a limited liability company power duly organized, validly existing and authority to own, lease, registered in England and operate its business as currently conductedWales.
Appears in 1 contract
Samples: Asset and Equity Purchase Agreement (Asure Software Inc)
Organization. The Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company full corporate power and authority to own, lease, lease and operate its properties and to carry on its business as currently it is now being conducted.
Appears in 1 contract
Samples: Purchase Agreement (Neulion, Inc.)
Organization. Buyer is a limited liability company duly formed, 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, leaseexecute and deliver this Agreement, and operate its business as currently conductedeach other agreement, document or instrument to be executed by it in connection herewith ("Buyer's Documents") and to perform the obligations to be performed by it hereunder and thereunder.
Appears in 1 contract
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State state of Delaware and Delaware. Buyer has all requisite limited liability company power and authority to own, lease, and operate carry on its business businesses as currently now being conducted.
Appears in 1 contract
Samples: Equity Purchase Agreement (Wireless Facilities Inc)
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company full power and authority to own, lease, own or lease and to operate and use its properties and assets and to carry on its business as currently now conducted or proposed to be conducted.
Appears in 1 contract
Samples: Securities Purchase Agreement (Tesseract Group Inc)
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite limited liability company the power and authority to own, lease, own all of its property and operate assets and is qualified to carry on its business as currently it is now being conducted. The Company is not in default under or in violation of any provision of its certificate of formation or operating agreement.
Appears in 1 contract
Organization. Buyer is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware Delaware. The Organizational Documents of Buyer are in full force and has all requisite limited liability company power and authority to own, leaseeffect, and operate Buyer is not in violation of any provision of its business as currently conductedOrganizational Documents.
Appears in 1 contract
Samples: Asset Purchase Agreement (Home Solutions of America Inc)
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and has all , with requisite limited liability company organizational power and authority to own, lease, lease and operate its properties and carry on its business as currently presently owned, leased or conducted.
Appears in 1 contract
Samples: Stock Purchase Agreement (Titan Environmental Solutions Inc.)
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Buyer has all requisite limited liability company power and authority to own, lease, own and operate its assets and to carry on its business as it is currently conducted.
Appears in 1 contract
Organization. Buyer is a limited liability company duly formedorganized, 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, lease, enter into and operate perform its business as currently conductedobligations under this Agreement and to consummate the transactions contemplated hereby.
Appears in 1 contract
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware, is qualified to do business in the Commonwealth of Pennsylvania, and has all requisite limited liability company the corporate power and authority to ownown or lease its properties, leasecarry on its business, enter into this Agreement and operate the Other Agreements to which it is or is to become a party and perform its business as currently conductedobligations hereunder and thereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.)
Organization. Buyer is a limited liability company duly formed------------ organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company with full corporate power and authority to own, lease, adequate for executing and operate delivering and performing its business as currently conducted.obligations under this Agreement;
Appears in 1 contract
Samples: License and Supply Agreement (Advanced Tissue Sciences Inc)
Organization. Buyer is a limited liability company duly formedorganized, 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, lease, and operate carry on its business as currently it is now being conducted, and to execute, deliver and perform this Agreement and the other Related Agreements and to consummate the transactions contemplated hereby and thereby.
Appears in 1 contract
Samples: Asset Sale and Purchase Agreement (Wolverine Tube Inc)
Organization. Buyer is a limited liability company duly formed, validly existing and in good standing under the laws law of the State of Delaware and Delaware. Buyer has all requisite necessary limited liability company power and authority to ownpower, leaseauthority, and operate capacity to own its business as currently conductedproperty, to carry on its business, and to enter into and perform its obligations under this Agreement and the Other Documents to which it is a party and to carry out the transactions contemplated hereby and thereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Robotic Vision Systems Inc)
Organization. The Buyer is a limited liability ------------ company duly formed, organized and validly existing and in good standing under the laws of the State of Delaware and has all the requisite limited liability company power and authority to own, lease, lease and operate its assets and properties and to carry on its business as it is now being or currently planned by the Buyer to be conducted.
Appears in 1 contract
Organization. Buyer is a limited liability company duly formedorganized, validly existing 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, lease, and operate its business as currently conductedDelaware.
Appears in 1 contract
Organization. Buyer (a) is a limited liability company company, duly formedorganized, validly existing and in good standing under the laws of the State Laws of Delaware and (b) has all the requisite limited liability company power and authority to own, lease, lease and operate its business properties and to carry on its businesses as currently 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: Equity and Asset Purchase Agreement (Icahn Enterprises Holdings L.P.)
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws Law of the State of Delaware and has all requisite limited liability company power and authority to own, lease, and operate its business as currently conductedDelaware.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Abraxas Petroleum Corp)
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority is qualified to own, leasedo business, and operate its business as currently conductedis in good standing under, the laws of the State(s) where the Properties are located.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Miller Exploration Co)
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Buyer has all requisite limited liability company corporate power and authority to own, lease, lease or license and operate its business as currently conductedoperated.
Appears in 1 contract
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company full corporate power and authority and is duly qualified to own, lease, own its assets and operate properties and to conduct its business as currently and where it is being conducted.
Appears in 1 contract
Organization. Buyer is a limited liability company duly formedorganized, validly existing existing, and in good standing under the laws of the State of Delaware Delaware, and has all requisite limited liability company power and authority to own, lease, and operate carry on its business as currently it is now being conducted, and to execute, deliver, and perform this Agreement and each Ancillary Agreement to which it is a party, and to consummate the transactions contemplated hereby and thereby.
Appears in 1 contract
Samples: Asset Purchase and Contribution Agreement (Andover National Corp)
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware, is qualified to do business in the State of Connecticut, and has all requisite limited liability company the corporate power and authority to ownown or lease its properties, leasecarry on its business, enter into this Agreement and operate the Other Agreements to which it is or is to become a party and perform its business as currently conductedobligations hereunder and thereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.)
Organization. Buyer is a limited liability company duly formedorganized, 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, lease, own its property and operate its business as currently and where it is now being conducted. Neither the execution nor delivery of this Agreement and the other Transaction Agreements nor the consummation of the transactions contemplated hereby or thereby requires the consent or approval of or the giving of notice to, registration, filing or recording with or the taking of any other action by Buyer in respect of any federal, state or local governmental authority or any third party.
Appears in 1 contract
Organization. Buyer is a limited liability company company, duly formedorganized, validly existing 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, lease, and operate its business as currently conductedDelaware.
Appears in 1 contract
Samples: Asset Purchase Agreement (Prestige Brands Holdings, Inc.)
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware. Buyer has heretofore delivered to Sellers complete and has all requisite limited liability company power and authority to own, lease, and operate correct copies of its business Organizational Documents as currently conductedin effect.
Appears in 1 contract
Organization. Buyer is a limited liability company company, duly formedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware, has all requisite limited liability company power and authority to own, lease, lease and operate its properties and to carry on its business as currently conductednow being conducted and is qualified to do business in each jurisdiction where the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NextEra Energy Partners, LP)
Organization. Buyer is a Delaware limited liability company duly formed, 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, lease, and operate its business as currently conductedDelaware.
Appears in 1 contract
Samples: Asset Purchase Agreement (Rocky Mountain Chocolate Factory, Inc.)
Organization. Buyer is a Delaware limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority authorized to own, lease, and operate its conduct business as currently conductedin the State in which the Conveyed Properties are located.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Alta Mesa Holdings, LP)
Organization. Buyer is a limited liability company company, duly formedorganized, 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, lease, execute and operate deliver this Agreement and to perform its business as currently conductedobligations hereunder and to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Extra Space Storage Inc.)
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware. Buyer has heretofore delivered to Seller complete and has all requisite limited liability company power correct copies of its Certificate of Formation and authority to ownLimited Liability Company Agreement, lease, and operate its business as currently conductedin effect.
Appears in 1 contract
Organization. Buyer is a limited liability company duly formedorganized, validly 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 own, lease, lease and operate its assets, and to carry on its business as currently presently conducted.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (B. Riley Financial, Inc.)
Organization. Buyer is a limited liability company duly formedorganized, validly existing existing, and in good standing under the laws Laws of the State of Delaware and has all requisite limited liability company full power and authority to ownenter into this Agreement and the other Transaction Documents to which Buyer is a party, leaseto carry out its obligations hereunder, and operate its business as currently conductedto consummate the Contemplated Transactions.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Andover National Corp)
Organization. Buyer is a limited liability company duly formed, organized and 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, lease, and operate its business as currently conductedDelaware.
Appears in 1 contract
Organization. Buyer is a limited liability company company, duly formedorganized, validly 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 own, lease, enter into this Agreement and operate to perform its business as currently conductedobligations hereunder.
Appears in 1 contract
Samples: Asset and Membership Interest Purchase and Sale Agreement (Sunoco Logistics Partners L.P.)
Organization. Buyer is a limited liability company duly formedcreated, 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, lease, and operate its business as currently conductedDelaware.
Appears in 1 contract
Organization. Buyer (i) is a limited liability company duly formedorganized, validly existing and in good standing under the laws of Delaware, (ii) has the State of Delaware and has all requisite limited liability company power and authority to own, lease, own or lease and to operate its assets and to conduct its business as currently conducted, and (iii) is not required to be qualified to do business in any other jurisdiction.
Appears in 1 contract
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and has all requisite full limited liability company power and authority to own, lease, and operate conduct its business as currently conductedand to the extent now conducted and to own, use and lease its assets. Guarantor is the sole member and the managing member of Buyer and holds all of the issued and outstanding equity interest in Buyer.
Appears in 1 contract
Organization. Buyer is a limited liability company duly formed, organized and 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, lease, and operate its business as currently conductedDelaware.
Appears in 1 contract
Samples: Stock Purchase Agreement (Suncom Communications LLC)
Organization. The Buyer is a limited liability company duly formedorganized, validly existing existing, and in good standing under the laws of the State of Delaware Delaware, and the Buyer has all the requisite limited liability company power and authority to own, lease, and operate carry on its business as currently now being conducted.
Appears in 1 contract
Organization. Buyer is a limited liability company duly formed, 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 at the Closing will be duly qualified to own, lease, and operate its carry on business as currently conductedin the states in which the ownership of the Acquired Assets requires it to be qualified.
Appears in 1 contract
Samples: Purchase and Sale Agreement (EQM Technologies & Energy, Inc.)
Organization. The Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Buyer has all requisite limited liability company power and authority to own, lease, lease and operate its properties and assets and to carry on its business as currently now being or heretofore conducted.
Appears in 1 contract
Organization. Buyer is a duly organized limited liability company duly formedcompany, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company full power and authority to own, lease, and operate its business as currently conductedperform this Agreement.
Appears in 1 contract
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware, will be qualified to do business in the State of New Hampshire as of the Closing Date, and has all requisite limited liability company the corporate power and authority to ownown or lease its properties, leasecarry on its business, enter into this Agreement and operate the Other Agreements to which it is or is to become a party and perform its business as currently conductedobligations hereunder and thereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.)
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware; is duly authorized to do business in and is in good standing in the state where the Real Property is located; and has all requisite limited liability company power and authority to ownexecute, lease, deliver and operate its business as currently conductedperform this Agreement and each agreement and instrument to be executed and delivered by Buyer pursuant hereto.
Appears in 1 contract
Organization. Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws Legal Requirements of the State of Delaware and has all requisite limited liability company power and authority to own, lease, lease and operate its property and assets and to carry on its business as currently presently conducted.
Appears in 1 contract
Samples: Asset Purchase Agreement (Navidea Biopharmaceuticals, Inc.)