1Organization and Good Standing. Seller is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware. Seller has full power and authority to carry on the Business, and to own and use the properties owned and used by it. 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 Business as currently conducted makes such licensing or qualification necessary. Seller has no subsidiaries and Seller does not own equity securities in any other entity.
1Organization and Good Standing. Buyer is a __________, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Buyer has the requisite power and authority to own or lease and to operate and use Buyer’s properties and to carry on Buyer’s business as now conducted.
1Organization and Good Standing. (a)The Company was duly organized, is validly existing, and is in good standing (if the concept of good standing applies) under the laws of the State of Delaware. Copies of the Company’s Organizational Documents as of the Closing have been delivered or made available to Purchaser prior to the date of this Agreement, and no changes have been made to such Organizational Documents since the date of delivery.
1Organization and Good Standing. Buyer is a corporation, duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. Buyer is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary under the applicable law as a result of the conduct of its business or the ownership of its properties. Buyer has all necessary power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement.
1Organization and Good Standing. Each Seller is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. Subject to the limitations imposed on such Seller as a result of the Bankruptcy Cases, each Seller has the requisite corporate or similar power and authority to own or lease and to operate and use its properties and to carry on its business as presently conducted. Each Seller is not in default under or in violation of any provision of its organizational documents.
1Organization and Good Standing. Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Purchaser (a) is duly qualified to conduct business under the laws of each jurisdiction in which the nature of its business, the operation of its assets or the ownership or leasing of its properties requires such qualification; and (b) has full power and authority required to carry on its business as now being conducted, in each case except where the failure to be so qualified or to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.
1Organization and Good Standing. (a)The Company was duly organized, is validly existing, and is in good standing (if the concept of good standing applies) under the laws of the State of California. Copies of the Company’s Organizational Documents as of the Closing have been delivered or made available to Parent prior to the date of this Agreement, and no changes have been made to such Organizational Documents since the date of delivery.
1Organization and Good Standing. The Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to conduct its business as it is presently conducted.
1Organization and Good Standing. Purchaser (a) is duly organized, validly existing and in good standing under the Laws of Utah; (b) is duly qualified to conduct business under the Laws of each jurisdiction in which the nature of its business, the operation of its assets or the ownership or leasing of its properties requires such qualification; and (c) has full power and authority required to carry on its business as now being conducted.
1Organization and Good Standing. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware.
