1Organization and Power. CCVI, Interlink, CCLLC and Parent are limited liability companies and Helicon is a limited partnership, in each case validly existing and in good standing under the laws of the State of Delaware. HTS is a corporation validly existing and in good standing under the laws of the State of New York. Each Seller has full company power and authority to own, lease and use its Assets as they are currently owned, leased and used to conduct the operations of the System as they are currently conducted.
1Organization and Power. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as it is now being conducted. Each of the Company and its Subsidiaries is duly qualified and licensed as a foreign corporation or other entity to do business, and is in good standing in each jurisdiction in which the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure so to qualify or be licensed would not, individually or in the aggregate, have a Material Adverse Effect.
1Organization and Power. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Section 3.1 of the Buyer Disclosure Schedule lists all jurisdictions in which the Buyer is qualified to do business. The Buyer is duly qualified or licensed to do business and in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or in good standing would not, individually or in the aggregate, have a Buyer Material Adverse Effect. Prior to the date of this Agreement, Buyer has delivered or made available to Issuer accurate and complete copies of its Governing Documents.
1Organization and Power. Issuer is a corporation duly incorporated, validly existing and in good standing under the Laws of the state of Nevada and has full power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Documents to which it is a party and to consummate the transactions contemplated hereby and thereby.
1Organization and Power. Mentone is a corporation duly organized, validly existing and in good standing under the laws of England and Wales.
1Organization and Power. Inter-M is a company duly organized, validly existing and in good standing under the laws of the Republic of Cyprus. Cell Science is a corporation duly organized, validly existing and in good standing under the laws of the Republic of Cyprus.
1Organization and Power. Bakhu is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.
1Organization and Power. Seller is duly incorporated or formed (as the case may be), validly existing, in good standing in the jurisdiction of its incorporation or formation, and is qualified to do business in the jurisdiction in which the Property is located, and has all requisite power and authority to own the Property and conduct the Business as currently owned and conducted.
1Organization and Power. Purchaser is duly incorporated or formed (as the case may be), validly existing and in good standing under the laws of the State of its formation or incorporation, and has all requisite power and authority carry on its business as currently being conducted.
1Organization and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted and described in the SEC Reports and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where such failure to be in good standing or to have such power and authority or to so qualify would not reasonably be expected to have a Material Adverse Effect. Each of the Company’s subsidiaries is (i) duly incorporated and validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite power and authority to carry on its business as now conducted and to own or lease its properties and (ii) qualified to do business as a foreign corporation and in good standing in each jurisdiction in which such qualification is required, except in each case as would not cause a Material Adverse Effect.
