Common use of Organization Clause in Contracts

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

Appears in 18 contracts

Samples: Asset Purchase Agreement (Veritone, Inc.), Asset Purchase Agreement (Sigmatron International Inc), Asset Purchase Agreement (Sigmatron International Inc)

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Organization. Seller is a corporation an entity duly organized, validly existing and in good standing under the laws Applicable Laws of the State of Delaware.

Appears in 12 contracts

Samples: Interest Purchase Agreement (Holly Energy Partners Lp), Interest Purchase Agreement (Holly Energy Partners Lp), Refined Products Terminal Transfer Agreement (Holly Energy Partners Lp)

Organization. Seller is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware.

Appears in 11 contracts

Samples: Stock Purchase and Registration Agreement (Valuevision Media Inc), Share Purchase Agreement (Brillian Corp), Stock Purchase and Registration Agreement (Ge Capital Equity Investments Inc)

Organization. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

Appears in 7 contracts

Samples: Stock Purchase Agreement (Scilex Holding Co), Stock Purchase Agreement (Sorrento Therapeutics, Inc.), Stock Purchase Agreement (Sorrento Therapeutics, Inc.)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware with all necessary corporate power and authority to execute, deliver and perform this Agreement.

Appears in 6 contracts

Samples: Warrant Purchase Agreement (Univision Communications Inc), Warrant Purchase Agreement (Univision Communications Inc), Warrant Purchase Agreement (Univision Communications Inc)

Organization. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware.

Appears in 5 contracts

Samples: Purchase and Sale Agreement (Bank of Montreal /Can/), Purchase and Sale Agreement (E Trade Financial Corp), Asset Acquisition Agreement (Jni Corp)

Organization. Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller is in good standing and qualified to do business as a foreign corporation in any state in which it is doing business.

Appears in 5 contracts

Samples: Agreement for Purchase and Sale (Pacific Ethanol, Inc.), Agreement for Purchase and Sale (Pacific Ethanol, Inc.), Agreement for Purchase and Sale (Pacific Ethanol, Inc.)

Organization. Seller is a corporation Delaware limited liability company which is duly organized, organized and validly existing and in good standing under the laws of the State of Delaware.

Appears in 5 contracts

Samples: Real Estate Purchase and Sale Agreement, Real Estate Purchase and Sale Agreement (Greif Inc), Real Estate Purchase and Sale Agreement (Greif Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Vera Therapeutics, Inc.), Asset Purchase Agreement (Vera Therapeutics, Inc.), Stock Purchase Agreement (Kratos Defense & Security Solutions, Inc.)

Organization. Seller is a corporation corporation, duly organized, organized and validly existing and in good standing under the laws of the State of Delaware.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Hk Battery Technology Inc), Securities Purchase Agreement (Apollo Acquisition Corp), Technology License Agreement (Hk Battery Technology Inc)

Organization. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Delaware, and has the corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted.

Appears in 3 contracts

Samples: Purchase Agreement (Basic Energy Services, Inc.), Purchase Agreement (Basic Energy Services, Inc.), Purchase Agreement (Ascribe Capital LLC)

Organization. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

Appears in 3 contracts

Samples: Equity Purchase Agreement (Amyris, Inc.), Stock Purchase Agreement (Jack in the Box Inc /New/), Stock Purchase Agreement (Atossa Genetics Inc)

Organization. Seller is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and authority to operate its business and to own, lease, operate and transfer the Purchased Assets.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Syncardia Systems Inc), Asset Purchase Agreement (Syncardia Systems Inc), Asset Purchase Agreement (World Heart Corp)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware.

Appears in 3 contracts

Samples: Second Master Agreement for Purchase (Dignity Partners Inc), Third Master Agreement for Purchase (Dignity Partners Inc), Master Agreement for Purchase (Dignity Partners Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has the full and unrestricted corporate power and authority to carry on its business as currently conducted, to enter into this Agreement and to carry out the transactions contemplated hereby.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Regal Cinemas Corp), Stock Purchase Agreement (Regal Cinemas Corp), Stock Purchase Agreement (Regal Cinemas Corp)

Organization. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Seller is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify shall reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Galera Therapeutics, Inc.), Purchase and Sale Agreement (Galera Therapeutics, Inc.), Purchase and Sale Agreement

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Seller has all requisite corporate power and authority to own, lease and operate, as applicable, the State of DelawarePurchased Assets and to carry on the Product Line Business as presently conducted.

Appears in 2 contracts

Samples: Purchase Agreement (King Pharmaceuticals Inc), Purchase Agreement (Ligand Pharmaceuticals Inc)

Organization. Seller is a corporation duly organized, validly existing existing, and in good standing under the laws of the State state of DelawareDelaware with full power and authority to sell the Assets.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Epoch Pharmaceuticals Inc), Asset Purchase Agreement (Saigene Corp)

Organization. Seller is a corporation duly organizedincorporated, ------------ validly existing and in good standing under the laws of the State of DelawareDelaware and has the requisite power and authority to carry on its business substantially as it is now being conducted.

Appears in 2 contracts

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

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller is qualified to do business in and is in good standing under the laws of each state in which the Properties are located.

Appears in 2 contracts

Samples: Agreement for Purchase and Sale (Bellwether Exploration Co), Agreement for Purchase and Sale (Nuevo Energy Co)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has the corporate power and authority to own, lease and operate its assets and to carry on its business as now being conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cas Medical Systems Inc), Asset Purchase Agreement (Cas Medical Systems Inc)

Organization. Seller is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Farmer Brothers Co)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect.

Appears in 2 contracts

Samples: Payment Interest Purchase Agreement (Aptevo Therapeutics Inc.), Royalty Purchase Agreement (Aptevo Therapeutics Inc.)

Organization. The Seller is a corporation corporation, duly organized, validly existing existing, and in good standing under the laws of Delaware, and has all requisite corporate power and authority to carry on its business as now conducted by it and to own and operate its assets as now owned and operated by it. The Seller has delivered to the State Purchaser true and correct copies of Delawarethe Seller’s Articles of Incorporation (the “Organizational Documents”) as currently in effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (InterCore Energy, Inc.), Asset Purchase Agreement (BnetEFactor, Inc.)

Organization. Seller is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware. Seller has the requisite power and authority to own the Seller Interest.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and is qualified to do business and is in good standing in the States of Georgia and Maryland. Seller has full corporate power and authority to execute and deliver this Agreement and all documents and instruments specified in it and to perform its obligations under this Agreement and under such instruments and documents.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Zoom Telephonics Inc), Asset Purchase Agreement (Zoom Telephonics Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has corporate power and authority to own, lease, license and operate its business and assets.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Chicken Kitchen Corp), Agreement and Plan of Reorganization (Chicken Kitchen Corp)

Organization. Seller is a corporation legal entity duly organized, validly existing and in good standing under the laws Laws of the State of Delaware.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Acorn Factor, Inc.), Stock Purchase Agreement (Renegy Holdings, Inc.)

Organization. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Meta Group Inc), Asset Purchase Agreement (Jefferson Smurfit Corp /De/)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite power and authority to conduct its business in the manner and in the jurisdictions where they are now conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ubrandit Com), Asset Purchase Agreement (Ubrandit Com)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware 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: Assignment and Assumption Agreement (Neurmedix, Inc.), Assignment and Assumption Agreement (Neurmedix, Inc.)

Organization. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State Laws of Delaware.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Par Petroleum Corp/Co), Purchase and Sale Agreement (Par Petroleum Corp/Co)

Organization. Seller is a corporation duly organized, organized and validly existing and in good standing under the laws Laws of the State of Delaware.

Appears in 2 contracts

Samples: Equity Purchase Agreement, Equity Purchase Agreement (Sandridge Energy Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has all requisite power and authority, corporate and otherwise, to own its properties and assets and to conduct its business as it is now conducted.

Appears in 2 contracts

Samples: Fastcall Purchase Agreement (Comdial Corp), Fastcall Purchase Agreement (Spanlink Communications Inc)

Organization. Seller is a corporation duly organized, incorporated and validly existing and in good standing under the laws Laws of the State of Delaware. Seller has all necessary corporate power and authority to own its properties and to carry on the Company Business as now conducted.

Appears in 2 contracts

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

Organization. Seller is a corporation limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller is in good standing and qualified to do business as a foreign corporation in any state in which it is doing business.

Appears in 2 contracts

Samples: Agreement for Purchase (Pacific Ethanol, Inc.), Agreement for Purchase and Sale (Pacific Ethanol, Inc.)

Organization. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State state of Delaware.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Endocare Inc), 1 Stock Purchase Agreement (Securities Resolution Advisors Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Seller has all requisite corporate power and authority to own, lease and operate the State of DelawarePurchased Assets and to sell the Product.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (GTX Inc /De/)

Organization. The Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware.

Appears in 2 contracts

Samples: Purchase Agreement (Coca-Cola Consolidated, Inc.), Exhibit 2 Asset Purchase Agreement (Mitcham Industries Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Seller has the requisite power and authority to own, lease and operate the Conveyed Assets and to conduct the Business as it is now being conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Entremed Inc), Asset Purchase Agreement (Celgene Corp /De/)

Organization. Seller is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware.

Appears in 2 contracts

Samples: Stock Transfer Agreement (CHS Inc), Stock Transfer Agreement (CHS Inc)

Organization. The Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all necessary corporate power and authority to own, lease and operate the State of DelawareTransferred Assets and to carry on the Business as it is now being conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Flowserve Corp), Asset Purchase Agreement (Xanser Corp)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

Appears in 2 contracts

Samples: Royalty Purchase Agreement (Xencor Inc), Royalty Purchase Agreement (Xencor Inc)

Organization. Seller is a Delaware corporation duly organized, validly existing existing, and in good standing under the laws of the State jurisdiction of Delawareits formation.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Hardy John A.), Securities Purchase Agreement (MVC Capital, Inc.)

Organization. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

Appears in 2 contracts

Samples: Administrative Services Agreement, Stock Purchase Agreement

Organization. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has the requisite corporate power and authority to carry on its business substantially as it is now being conducted.

Appears in 2 contracts

Samples: Exchange Agreement Agreement (Cendant Corp), Exchange Agreement (Cendant Corp)

Organization. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all necessary corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.

Appears in 2 contracts

Samples: Stock Purchase Agreement (HAPC, Inc.), Stock Purchase Agreement (I Flow Corp /De/)

Organization. The Seller is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (First Aviation Services Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing and validly existing under the laws of the State state of DelawareDelaware and has full power and authority to carry on its business as now conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Insightful Corp)

Organization. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has full corporate power and authority to conduct the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Instinet Group Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has full corporate power and authority to carry on its business as it is now being conducted and to own and lease all of its properties and assets. Seller is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except where the failure so to qualify would not be material.

Appears in 1 contract

Samples: Asset Purchase Agreement (JPS Textile Group Inc /De/)

Organization. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Seller has all requisite corporate power and authority to own and lease its assets and properties and to carry on the Business as now being conducted. The Seller has full power to execute and deliver this Agreement and the other agreements provided for herein, and to consummate the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Amtech Systems Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller Subsidiary is an exempted company duly organized and validly existing under the laws of Bermuda.

Appears in 1 contract

Samples: Stock Purchase Agreement (Allied World Assurance Co Holdings LTD)

Organization. (a) The Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of DelawareDelaware and has all necessary corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.

Appears in 1 contract

Samples: Equity Purchase Agreement (Sequential Brands Group, Inc.)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.Delaware and is duly qualified to do business and is in good standing under the laws of all other jurisdictions in which its ownership or use of property for the conduct of the Business requires it to qualify. Seller has all necessary corporate power and authority to own all of its property and assets, to conduct the Business as now being conducted, and to make, execute, deliver, and perform this Agreement and the other documents and instruments contemplated hereby;

Appears in 1 contract

Samples: Asset Purchase Agreement (Miscor Group, Ltd.)

Organization. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has requisite corporate power and authority to conduct its business as it is now being conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cca Industries Inc)

Organization. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareConnecticut.

Appears in 1 contract

Samples: Stock Purchase Agreement

Organization. (a) Seller (i) is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of DelawareDelaware and (ii) solely with respect to the Business, has all requisite corporate power and authority under the laws of Delaware and its Governing Documents to (A) carry on its business as currently conducted and (B) own or lease and to operate its properties and other assets it currently owns, leases or operates.

Appears in 1 contract

Samples: Equity Purchase Agreement (Delek US Holdings, Inc.)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on the Business as is now being conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Microdyne Corp)

Organization. Seller is a corporation limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller is in good standing and qualified to do business as a foreign corporation in any state in which it is doing business.

Appears in 1 contract

Samples: Agreement for Purchase (Pacific Ethanol, Inc.)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.. Seller has full corporate power and authority,

Appears in 1 contract

Samples: Asset Purchase Agreement (Genomic Solutions Inc)

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Organization. Such Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Trxade Group, Inc.)

Organization. Seller is a corporation duly organized, organized and validly existing and in good standing subsisting under the laws of the State of Delaware, and has full power and authority to conduct its business as it is now being conducted, and to execute, deliver and perform this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (JOINT Corp)

Organization. Seller is a corporation duly organized, and validly existing and in good standing under the laws of the State of Delaware. Seller has full corporate power and authority to execute and deliver the Transaction Documents, to consummate the Transactions and to perform all of its obligations under the Transaction Documents. Seller has obtained all corporate and partnership approvals necessary to consummate the Transactions and authorize the execution, delivery and performance of the Transaction Documents.

Appears in 1 contract

Samples: Agreement (Trinsic, Inc.)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all necessary corporate power and authority to engage in the Business in the Territory as such business is now being conducted.

Appears in 1 contract

Samples: Transaction Agreement (Noven Pharmaceuticals Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Seller has all necessary corporate power and authority to carry on its business as now conducted.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Aldila Inc)

Organization. Seller is a corporation corporation, duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has the power and authority to conduct the Business as it is presently being conducted and to sell and convey the Purchased Assets to Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dts, Inc.)

Organization. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and is duly qualified or licensed to do business as a foreign corporation and is in good standing in Massachusetts.

Appears in 1 contract

Samples: Product Acquisition Agreement (Puma Technology Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has the power to own, lease and operate its properties and to carry on its business in the places where such properties are now owned, leased or operated and such business is now conducted. Complete and correct copies of Seller's Articles of Incorporation and Bylaws in effect on the date hereof have been provided to Buyer.

Appears in 1 contract

Samples: Master Purchase Agreement (Alternative Living Services Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of DelawareDelaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is currently being conducted.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Amgen Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the Delaware, is duly authorized to do business in, and is in good standing in the State of DelawareTexas, and has all requisite corporate power and authority to execute, deliver and perform this Agreement and each agreement and instrument to be executed and delivered by Seller pursuant hereto.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Sunoco Logistics Partners Lp)

Organization. The Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all necessary corporate power and authority to own, lease and operate the State of DelawareTransferred Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Atara Biotherapeutics, Inc.)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Seller is authorized and is in good standing as a foreign corporation in the State of DelawareMassachusetts.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mercury Air Group Inc)

Organization. The Seller is a corporation duly organizedformed, validly existing and in good standing under the laws of the State of Delaware.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Adtalem Global Education Inc.)

Organization. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Seller has delivered to Buyer true, correct and complete copies of the Organizational Documents of Seller, each as amended to date and presently in effect.

Appears in 1 contract

Samples: Purchase and Sale Agreement (KLX Energy Services Holdings, Inc.)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Seller and its Affiliates has all requisite corporate power and authority to own, lease and operate the Acquired Assets and to carry on the Business as it is presently conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (King Pharmaceuticals Inc)

Organization. The Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of DelawareDelaware and has all necessary corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Americredit Corp)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite power and authority, corporate or otherwise, to carry on and conduct its business as it is now being conducted and to own or lease its properties and assets, and except as set forth in Schedule 2.1, is duly qualified and in good standing in every state of the United States in which the nature of its business requires it to be so qualified.

Appears in 1 contract

Samples: Stock Purchase Agreement (Southern Development & Investment Group Inc)

Organization. The Seller is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and is qualified to do business and in good standing in each jurisdiction where the character or location of its assets or properties owned, leased or operated by it or the nature of its activities makes such qualification necessary.

Appears in 1 contract

Samples: Securities Purchase Agreement (Humbl, Inc.)

Organization. Seller is a corporation duly organizedincorporated, organized and validly existing and in good standing under the laws of the State of DelawareDelaware and has the corporate power to own Assets.

Appears in 1 contract

Samples: Asset Repurchase Agreement (Jean Philippe Fragrances Inc)

Organization. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Seller is duly qualified to do business as a foreign corporation and is in good standing in every jurisdiction in which the failure to do so shall reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ophthotech Corp.)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and is the sole owner of the Assets. Subject to its obligations as a debtor-in-possession under the Bankruptcy Code, Seller has full authority and power to carry on the Business as it is now conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sight Resource Corp)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware, with full corporate power and authority to consummate the State of Delawaretransactions contemplated hereby. Seller has all requisite power and authority to own and operate the Assets being conveyed by Seller pursuant to this Agreement and to carry on the activities constituting the business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medicis Pharmaceutical Corp)

Organization. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite limited liability company power and authority to own, lease and operate its property and assets and to carry on its business as presently conducted.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Intersections Inc)

Organization. Seller is a corporation Corporation duly organized, validly existing and in good standing under the laws of Delaware. Seller is in good standing in each jurisdiction where such qualification is required except for any jurisdiction where failure to so qualify would not have a Material Adverse Effect. Seller has all requisite corporate power and authority to own, lease and operate, as applicable, the State of DelawarePurchased Assets and the Business.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Concordia Healthcare Corp.)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Sedona Corp)

Organization. Seller is a corporation duly organized, validly ------------ existing and in good standing under the laws of the State of Delaware.

Appears in 1 contract

Samples: Stock Purchase Agreement (Exide Corp)

Organization. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business, including the business of the Facilities as now being conducted. 6.2

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Astor Holdings Ii Inc)

Organization. The Seller is a corporation (a) duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and (b) has full power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Statia Terminals Canada Inc)

Organization. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to (i) own the Shares, and (ii) enter into this Agreement and perform all of its obligations hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (DST Systems Inc)

Organization. Seller is a corporation duly organized, ------------ validly existing and in good standing under the laws of Delaware. Seller 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 State of Delawarefailure to be so organized, existing and in good standing or to have such power, authority, and governmental approvals would not have, individually or in the aggregate, a material adverse effect on Seller's ability to consummate the Transactions.

Appears in 1 contract

Samples: Stock Purchase Agreement (McKesson Hboc Inc)

Organization. Seller is a corporation duly organized, and validly organized and existing and in good standing or current status under the laws Laws of the State of DelawareDelaware and has full corporate power to own its assets and to convey the Purchased Assets to Buyer pursuant to this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Robotic Vision Systems Inc)

Organization. The Seller is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of DelawareDelaware (the "State"), and has all requisite power and authority to lease, own, and operate its properties and carry on the Business and operations and to directly own, lease, and operate its assets. The Seller is duly qualified or licensed to do business as a corporation, and is in good standing in the State and in any other state in which qualification to do business is required.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Tekgraf Inc)

Organization. Seller is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware.

Appears in 1 contract

Samples: Asset Purchase Agreement (Inventoy Com Inc)

Organization. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the requisite power and authority to own, lease or otherwise hold the assets owned, held or leased by it.

Appears in 1 contract

Samples: Purchase Agreement (Siebert Financial Corp)

Organization. Seller is a corporation duly organizedformed, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite power and authority to execute and deliver this Agreement, and each other agreement, document or instrument to be executed by it in connection herewith ("Seller's Documents") and to perform the obligations to be performed by it hereunder and thereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Envirokare Tech Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State Delaware and has all requisite corporate power and authority to conduct its business as it is now being conducted. 2.2 Title to Assets and Sufficiency of Delaware.Specified Assets. (a)

Appears in 1 contract

Samples: Asset Purchase Agreement (Emergent BioSolutions Inc.)

Organization. Seller is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of Delaware and is duly qualified to carry on its business in the State states of DelawareLouisiana, and Texas, and in the outer continental shelf of the United States.

Appears in 1 contract

Samples: Asset Purchase Agreement (W&t Offshore Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware with full corporate power and authority to conduct its business as it is presently being conducted and to lease and sublease the Real Property and to sell the Assets. Seller is duly qualified to do business as a foreign corporation and is in good standing in the State of California.

Appears in 1 contract

Samples: Distribution Center Transfer Agreement (Ralphs Grocery Co /De/)

Organization. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority to own its properties, to carry on its business as now being conducted, to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Stock Repurchase Agreement (Thermo Terratech Inc)

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