Common use of Organization Clause in Contracts

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 24 contracts

Samples: Purchase, Use and Maintenance Agreement (Bloom Energy Corp), Master Energy Server Purchase Agreement, Supply and Installation Agreement (Bloom Energy Corp)

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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 22 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: Agreement ("Agreement, Agreement ("Agreement, Agreement ("Agreement

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 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/), Business Purchase Agreement (Macquarie Infrastructure CO LLC), Membership Interest Purchase Agreement (Macquarie Infrastructure CO LLC)

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 (Asap Show, Inc.), Securities Purchase Agreement (Cyber Merchants Exchange 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. (a) Buyer is a limited liability company that is duly organized or 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 4 contracts

Samples: Purchase and Sale Agreement (Earthstone Energy Inc), Purchase and Sale Agreement (Earthstone Energy Inc), Purchase and Sale Agreement (Earthstone Energy 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 (Mediacom Capital Corp), Asset Purchase Agreement (Jones Cable Income Fund 1-B LTD), Asset Purchase Agreement (Mediacom LLC)

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 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 (Fac Realty Trust Inc), Stock Purchase Agreement (Lfsri Ii Alternative Partnership L P), Stock Purchase Agreement (Prometheus Southeast Retail LLC)

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. 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. (a) 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, enter into this Agreement and operate the Transaction Documents to which it is a party and to perform its business as currently conductedobligations hereunder and thereunder.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Arv Assisted Living Inc), Stock and Note Purchase Agreement (Prometheus Assisted Living LLC), Stock Purchase Agreement (Prometheus Assisted Living LLC)

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 (Priority Technology Holdings, Inc.), Asset Purchase Agreement (Emerald Holding, Inc.), Asset Purchase Agreement (E.W. SCRIPPS Co)

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 (Cambridge Electric Light Co), Asset Sale Agreement (Commonwealth Energy System), Asset Sale Agreement (Canal Electric Co)

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. 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 2 contracts

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

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. 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 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 (Illinois Power Co), Asset Purchase Agreement (Illinova Corp)

Organization. (a) Buyer is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware, and Buyer has all requisite limited liability company power and authority to carry on its business as it is currently conducted, and to own, lease, lease and operate its business as currently conductedproperties where such properties are now owned, leased or operated.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Crestwood Equity Partners LP), Purchase and Sale Agreement (Consolidated Edison Inc)

Organization. The 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: Asset Purchase Agreement (Onfolio Holdings, Inc), Asset Purchase Agreement (Onfolio Holdings, 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 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: Sale Agreement and Marketing Agreement (Talphera, Inc.), Payment Interest Purchase Agreement (Aptevo Therapeutics Inc.)

Organization. The Buyer is a limited liability company corporation duly formedincorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company the full corporate power and authority to own, lease, own its properties and operate carry on its business as currently conductedbusiness.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Insweb Corp), Option Agreement (Insweb Corp)

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 2 contracts

Samples: Asset Purchase Agreement (Smart Sand, Inc.), Asset Purchase Agreement (Smart Sand, 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. 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. 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: Agreement and Plan of Merger (SFX Entertainment, INC), Agreement and Plan of Merger (SFX Entertainment, 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 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. 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 Investors LLC), Securities Purchase Agreement (Danskin 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: Generating Station Sales Agreement (Orange & Rockland Utilities Inc), Orange & Rockland Utilities Inc

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.), Contribution Agreement (Vinebrook Homes Trust, Inc.)

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 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: Sale and Purchase Agreement, Sale and Purchase Agreement (Global 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. 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 (Norcross Safety Products LLC), Stock Purchase Agreement (Safety Products 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 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 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.)

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 corporate power and authority to own, lease, lease and operate its properties and to carry on its business as now being conducted. Complete and correct copies of Buyer’s certificate of formation (or other similar governing documents) as currently conductedin effect have heretofore been delivered or made available to Seller.

Appears in 1 contract

Samples: General Partnership Interest Purchase Agreement (Tc Pipelines Lp)

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

Samples: Asset Purchase Agreement (LTN Staffing, LLC)

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, leaseoperate, lease and operate encumber its properties and to carry on its business as currently conducted. Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Parent has all requisite corporate power and authority to own, operate, lease and encumber its properties and to carry on its business as currently conducted.

Appears in 1 contract

Samples: Securities Purchase Agreement (ModivCare 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 corporate power and authority to ownexecute, lease, deliver and operate perform its business as currently conductedobligations under this Agreement.

Appears in 1 contract

Samples: Stock Sale and Purchase Agreement (Southwestern Energy Co)

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

Samples: Purchase Agreement (BGH GP Holdings, 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 and has all requisite limited liability company power and authority to own, leasecarry on their business as it is now being conducted, and operate its business as currently conductedto execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bioprogress PLC)

Organization. Buyer is a Delaware limited liability company that is duly formedorganized, validly existing and in good standing under standing. Buyer possesses the laws of the State of Delaware and has all requisite limited liability company power and authority to ownown its Assets, lease, and operate conduct its business as currently and where such business is presently conducted, and enter into this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Knoll 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 Sellers 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 1 contract

Samples: Orange & Rockland Utilities Inc

Organization. (i) 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 possesses the authority to own, lease, and operate conduct its business as currently it is now being conducted.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Regency Energy Partners LP)

Organization. The 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 1 contract

Samples: Share Purchase Agreement (NorthStar Real Estate Income II, Inc.)

Organization. Buyer Buyer: (i) is a limited liability company duly formed, organized and validly existing and in good standing under accordance with the laws of the State of Delaware Delaware, United States of America and has all requisite limited liability company power and authority its corporate documents have been duly registered with the relevant authorities; (ii) is duly qualified to own, lease, and operate conduct its business as currently conductedand activities related to its corporate purpose.

Appears in 1 contract

Samples: Quota Purchase and Sale Agreement (Photomedex Inc)

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

Samples: Asset Purchase Agreement (Rohn Industries Inc)

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 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 (Pc Universe 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 requisite limited liability company power and authority to own, lease, and operate its business as currently conducted.Delaware. 3.2

Appears in 1 contract

Samples: Asset Purchase Agreement (Trinity Industries 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 required to own, lease, and operate carry on its business as currently now conducted. Buyer is duly qualified to do business in each other jurisdiction where such qualification is necessary.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nexeo Solutions Holdings, LLC)

Organization. Buyer is a limited liability company duly formed, corporation validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company Delaware, with the power and authority to own, lease, and operate conduct its business as currently conductedand to own and lease its properties and assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Insweb 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 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

Samples: Asset Purchase Agreement (Bespoke Extracts, Inc.)

Organization. Such Buyer is a limited liability company or limited partnership, as applicable, duly formedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Such Buyer 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 1 contract

Samples: Partnership Interest Purchase Agreement (Howard Hughes Corp)

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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: Asset Purchase Agreement (Nucor Corp)

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. 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 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: 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 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 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 Governmental Authority or third party.

Appears in 1 contract

Samples: Asset Purchase Agreement (ShiftPixy, 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 power and authority to own, leaseoperate, lease and operate encumber its properties and carry on its business as currently now conducted, and to enter into this Agreement and the Registration Rights Agreement, and to perform its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Berkshire Realty Co Inc /De)

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

Samples: Purchase and Sale Agreement (Altus Power, Inc.)

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 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

Samples: Asset Purchase Agreement (NeuroMetrix, Inc.)

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 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 properties and operate carry on its business as currently conductednow conducted and as contemplated by this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pure Earth, Inc.)

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 Parts and Shares Pledge Agreement (Wireless Facilities Inc)

Organization. Buyer is a limited liability company 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, and operate carry on its business as currently it is now being conducted in the place where such businesses are now conducted.

Appears in 1 contract

Samples: Real Estate Purchase and Sale Agreement

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

Samples: Asset Purchase Agreement (Lubrizol 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, enter into and operate perform its business as currently conductedobligations under this Agreement and to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase (Janel World Trade LTD)

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, and has all requisite limited liability company full power and authority to own, lease, own its properties and operate carry on its business as currently in the places where such properties are now owned or such businesses are now being conducted, except where the absence of such power and authority or the failure to be in good standing would not have a Buyer Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ashland Global 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 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 1 contract

Samples: Orange & Rockland Utilities 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 currently is now being conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Teligent Inc)

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 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. 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 necessary limited liability company 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: Stock and Asset Purchase Agreement (Pitney Bowes Inc /De/)

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 and Sale Agreement (Robotic Vision Systems Inc)

Organization. Buyer is is, as of the date of this Agreement, a limited liability company and will be, as of the Closing, a limited liability company or a corporation, in each case, duly formedorganized, validly existing and in good standing under the laws Laws of the State state of Delaware and has all requisite limited liability company power and authority to own, lease, and operate carry on its business as currently presently conducted.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Virgin Trains USA LLC)

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

Samples: Asset Purchase Agreement (Abovenet Inc)

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 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 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 (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

Samples: Asset Purchase Agreement (Counsel RB Capital 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 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

Samples: Stock Purchase Agreement (ForceField Energy 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 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 is in good standing under the laws of the State state of Delaware and has all requisite limited liability company power and authority authorized to own, lease, and operate its transact business as currently conductedin the State of North Carolina.

Appears in 1 contract

Samples: Asset Purchase Agreement (Flanders Corp)

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 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 formedincorporated, validly existing and in good standing under the laws Laws of the State its jurisdiction of Delaware Delaware, and has all requisite limited liability company the corporate power and authority to own, lease, lease and operate its assets and to carry on its business as currently now being conducted.. Section 5.2

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Associated Banc-Corp)

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 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. The Buyer is a limited liability company duly formedorganized, validly existing and is in good standing under the laws of the State of Delaware and has all requisite limited liability company Delaware. The Buyer possesses full power and authority necessary to own, lease, and operate its assets and properties and to carry on its business as currently conducted.. 4.2

Appears in 1 contract

Samples: Securities Purchase Agreement (Lifecore Biomedical, Inc. \De\)

Organization. The 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 1 contract

Samples: Asset Purchase Agreement (Misonix Inc)

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