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 20 contracts

Samples: Royalty Purchase Agreement (Esperion Therapeutics, Inc.), Royalty Purchase Agreement (Aclaris Therapeutics, Inc.), Asset Purchase Agreement (Veritone, 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: LLC Interest Purchase Agreement (Holly Energy Partners Lp), LLC Interest Purchase Agreement (Holly Energy Partners Lp), 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 Agreement (Valuevision Media Inc), Stock Purchase Agreement (Ge Capital Equity Investments Inc), 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 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 6 contracts

Samples: Real Estate Purchase and Sale Agreement, Real Estate Purchase and Sale Agreement (Plum Creek Timber Co Inc), Real Estate Purchase and Sale Agreement (Plum Creek Timber Co 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 (E Trade Financial Corp), Purchase and Sale Agreement (Bank of Montreal /Can/), Asset Acquisition Agreement (Jni Corp)

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

Appears in 5 contracts

Samples: Asset Purchase Agreement (Nektar Therapeutics), Asset Purchase Agreement (Vera Therapeutics, Inc.), Asset Purchase Agreement (Vera Therapeutics, Inc.)

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

Appears in 4 contracts

Samples: Securities Purchase Agreement (Xerox Corp), Repurchase Agreement (Central Pacific Financial Corp), Repurchase Agreement (Central Pacific Financial 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: Master Agreement for Purchase of Insurance Policies (Dignity Partners Inc), Purchase of Insurance Policies (Dignity Partners Inc), Second Master Agreement for Purchase of Insurance Policies (Dignity Partners 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 (Hk Battery Technology Inc), Securities Purchase Agreement (Apollo Acquisition Corp)

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 organized, validly existing and in good standing under the laws of the State of Delaware.

Appears in 3 contracts

Samples: Asset Purchase Agreement (eCrypt Technologies, Inc.), Stock Purchase and Sale Agreement (Behringer Harvard Reit I Inc), Stock Purchase and Sale Agreement (Behringer Harvard Reit I 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. 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 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 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 3 contracts

Samples: Stock Purchase Agreement (Franklin Capital Corp), Stock Purchase Agreement (Franklin Capital Corp), Stock Purchase Agreement (Franklin Capital 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, 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. 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 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.), Asset Purchase Agreement (Mitcham Industries 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 power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Neurmedix, Inc.), Asset Purchase Agreement (Neurmedix, Inc.)

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 (Cendant Corp), Exchange Agreement (Cendant Corp)

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, 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. 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 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, 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: Purchase Agreement (Spanlink Communications Inc), Purchase Agreement (Comdial Corp)

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 organized, validly existing and in good standing under the laws of the State of Delaware.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Clearwater Paper Corp), Stock Purchase Agreement (Wright Investors Service 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 conduct its business as it is now being conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Chimerix Inc), Asset Purchase Agreement (Emergent BioSolutions 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. 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), Stock Purchase Agreement (Securities Resolution Advisors Inc)

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

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.

Appears in 2 contracts

Samples: Royalty Purchase Agreement (Xencor Inc), Royalty Purchase Agreement (Xencor 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 Laws of the State of Delaware.

Appears in 2 contracts

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

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: Reorganization Agreement (Chicken Kitchen Corp), Acquisition Agreement (Chicken Kitchen Corp)

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

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 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, 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. 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, lease and operate the Conveyed Assets and to carry on the Business as it is presently conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Chattem 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 DelawareDelaware and has full corporate power and authority to own, lease and operate its properties and to carry on and conduct its business, as it is now being conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Preview Systems 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 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 Delaware, with full corporate power and authority to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dura Pharmaceuticals Inc/Ca)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Lamy Robert)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (SCM Microsystems Inc)

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 corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its business as now conducted and presently proposed to be conducted and to execute and deliver this Agreement and to fulfill and perform the Seller’s obligations hereunder.

Appears in 1 contract

Samples: Stock Repurchase Agreement (Safeguard Scientifics 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 power to own or lease its properties and to carry on its business in the place where such properties are now owned, leased or operated and such business is now conducted.

Appears in 1 contract

Samples: Purchase and Sale Agreement (VDC Communications 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)

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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 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. Seller is a corporation duly organized, formed and validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority and the legal right to execute and deliver this Agreement and all of the other agreements and instruments to be executed and delivered by Seller pursuant hereto, and to consummate the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Purchase Agreement (Landec Corp \Ca\)

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

Appears in 1 contract

Samples: Sale Agreement (Beacon Properties Corp)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite power and authority to own, lease and operate all of its properties and assets and to carry out its business as it is presently conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Transbotics Corp)

Organization. Seller is a corporation duly organizedincorporated, 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 its business as presently conducted. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Catawba Mill Business as currently conducted makes such licensing or qualification necessary.

Appears in 1 contract

Samples: Asset Purchase Agreement (Resolute Forest Products 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. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has the full corporate power and authority to own, lease and operate its Assets and Properties and to carry on its business as now being conducted. Seller is in good standing and duly qualified to transact business in the State of California.

Appears in 1 contract

Samples: Stock Purchase Agreement (Edison Mission Energy)

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 own its properties and to carry on its business as currently conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Eterna Therapeutics 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 DelawareDelaware and has all requisite power to enter into this Agreement and perform its obligations hereunder.

Appears in 1 contract

Samples: Acquisition Agreement (Stephan Co)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Avitar Inc /De/)

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 organized, validly existing and in good standing under the laws of the State of Delaware. Seller is in good standing and duly qualified to do business in each other jurisdiction in which the conduct of its business or ownership or leasing of its properties makes such qualification or registration necessary.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Plains Exploration & Production Co)

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 and Sale of Units (Pacific Ethanol, Inc.)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Realm Therapeutics PLC)

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

Appears in 1 contract

Samples: Purchase and Sale Agreement (Kinder Morgan Energy Partners L P)

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 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 each Business as each is presently conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (King Pharmaceuticals 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 to execute and deliver this Agreement and to perform its obligations hereunder, to own, lease and operate its properties, and to carry on its business as now being conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Talkpoint Communications Inc)

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 or other organizational power to conduct its business as presently conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (SPX Corp)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Avtel Communications Inc/De)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Fortress Biotech, 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 corporate power and authority to conduct its business as such business is now being conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Multi Market Radio Inc)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Sutter Holding Co 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 the requisite power and authority to own, lease and otherwise hold and operate its assets and to conduct its business as it is currently being conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Commscope 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. 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.

Appears in 1 contract

Samples: Coordinating Agreement (Exide Corp)

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, validly existing and in good standing under the laws of the State of Delaware. The Company 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 (Great American Management & Investment 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 requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Paragon Technologies 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 its business as is now being conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Westower Corp)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has full power and authority to enter into this Agreement and to fulfill its obligations hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ascent Entertainment 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 all requisite power and authority to own or lease the properties used in its business and to carry on such business as presently conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Audio Stocks, Inc.)

Organization. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware with all the requisite power and authority to execute, deliver and perform this Agreement and to hold the properties, rights and assets and to carry on the businesses now conducted by it.

Appears in 1 contract

Samples: Asset Purchase Agreement (MHM Services Inc)

Organization. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kwikweb Com Inc)

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