1Organization and Authority. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Buyer has full corporate power and authority to execute and deliver the Transaction Documents to which it is a party and to perform its obligations thereunder. The execution and delivery by the Buyer of each Transaction Document to which the Buyer is a party and the performance by the Buyer of the Transactions have been duly approved by all requisite corporate action of the Buyer. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with the terms of this Agreement. Upon the execution and delivery by the Buyer of each Transaction Document to which the Buyer is a party, such Transaction Document will constitute the valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with the terms of such Transaction Document.
1Organization and Authority. Each Seller is a corporation, duly formed, validly existing and in good standing under the Laws of the State of Delaware. Each Seller has full power, right and authority to enter into and perform such Seller’s obligations under this Agreement and each of the Transaction Documents to which such Seller is a party. The execution, delivery and performance by each Seller of this Agreement and each of the Transaction Documents to which such Seller is a party has been duly and properly authorized by all requisite action in accordance with applicable Laws and with the Organizational Documents of such Seller. This Agreement, and each of the Transaction Documents to which each Seller is a party, have been duly executed and delivered by each Seller and (assuming due authorization, execution and delivery by Buyer) are the valid and binding obligation of such Seller and are enforceable against such Seller in accordance with their respective terms, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law).
1Organization and Authority. Borrower is a Colorado limited liability company duly incorporated and validly in existence and in good standing under the laws of the State and authorized to do business and to own real property in the State. Borrower has full power and authority to enter into this Agreement, to borrow money as contemplated herein and to execute and carry out the provisions of the Loan Documents. The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary action of Borrower, and no other action of Borrower is required for the execution, delivery and performance of the Loan Documents. The Loan Documents which have been executed and delivered pursuant to this Agreement constitute, or, if not yet executed or delivered, will when so executed and delivered, constitute valid and binding obligations of Borrower, each enforceable in accordance with its respective terms.
1Organization and Authority. Seller is a [____________] duly [organized] [formed], validly existing and is qualified to do business under the laws of the State of [____________], and has all requisite power and authority to own the Project Assets, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to carry on its business as now being conducted. Seller is duly qualified to do business and is in good standing in all other jurisdictions in which its ownership of property or the character of its business requires such qualification.
1Organization and Authority. PGE is a corporation duly organized, validly existing and is qualified to do business under the laws of the State of Oregon, and has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. PGE is duly qualified to do business and is in good standing in all other jurisdictions in which its ownership of property or the character of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect with respect to PGE.
1Organization and Authority. The Company is a corporation that is incorporated and validly existing in good standing under the laws of the State of Nevada, SailTech Design, Inc., a Florida corporation, is incorporated and validly existing in active status under the laws of the State of Florida, and SailTech Design, Inc., a British Columbia corporation, is incorporated and validly existing in good standing under the laws of British Columbia, Canada. Neither the Company nor either of the Subsidiaries is required to transact business as a foreign corporation in any jurisdiction. The Company and the Subsidiaries conduct all of their business activities in the State of Florida. The Company and each of the Subsidiaries have all requisite power, authority, legal right, and Governmental Authorizations necessary to own their respective assets and to conduct the Business as currently operated. The Company, each of the Subsidiaries, and each of the Managing Shareholders have all requisite power, authority, and legal right to execute, deliver, and perform this Agreement and each Ancillary Agreement to which it or he is a party. Except as disclosed on the Disclosure Schedule, none of the Company or the Subsidiaries has used a business, corporate, or fictitious name other than their current corporate names or had a principal business address other than at the Property or the Corporate Offices.
1Organization and Authority. Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite company power and authority to carry on the business and to own and use the assets and properties owned and used by it. Seller has full company power and authority to execute and deliver this Agreement and to consummate the Transactions. Any and all company action on the part of Seller and its managers necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations of Seller hereunder and thereunder, has been taken. This Agreement has been duly and validly executed and delivered and constitutes a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
1Organization and Authority. The Purchaser is validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
1Organization and Authority. 4.1. 1Organization Matters of the Company and Its Subsidiaries.
4.1.1. 1The Company is a duly organized corporation, is validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and has all requisite corporate power and authority to conduct its business and activities as presently conducted, to own its properties, and to perform its obligations under the Transaction Documents. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify or to be in good standing would not result in a Material Adverse Effect on the Company. The Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended.
4.1.1. 2Schedule 4.1.1.2 sets forth the only direct or indirect Subsidiaries of the Company. Each Subsidiary of the Company, other than the Bank, either has been duly organized and is validly existing as a corporation or limited liability company, or, in the case of the Bank, has been duly chartered and is validly existing as a Pennsylvania chartered bank and trust company, in each case in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock or other equity interests in each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through Subsidiaries of the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim; none of the outstanding shares of capital stock of, or other Equity Interests in, any Subsidiary of the Company were issued in violation of the preemptive or similar rights of any security holder of such Subsidiary of the Company or any other entity.
4.1.1. 3The Bank is a Pennsylvania charte...
1Organization and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware.
