CAPACITY, ORGANIZATION, CORPORATE POWER AND LICENSES. Each Seller has full power, authority and legal capacity to enter into this Agreement and the other documents contemplated hereby to which such Seller is a party and to perform his obligations hereunder and thereunder. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and, except as set forth on the QUALIFICATIONS SCHEDULE, is qualified to do business in every jurisdiction in which its ownership of property or conduct of business requires it to qualify. The Company possesses all requisite corporate power and authority and all 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 carry out the transactions contemplated by this Agreement. The copies of the Company's certificate of incorporation and by-laws which have been furnished to Buyer's special counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete. The minute books (containing the records of meetings of the shareholders and the board of directors), the stock certificate books and the stock record books of the Company are correct and complete in all material respects. The Company is not in default under or in violation of any provision of its certificate of incorporation or by-laws. The attached OFFICERS AND DIRECTORS SCHEDULE sets forth a list all of the officers and directors of the Company.
CAPACITY, ORGANIZATION, CORPORATE POWER AND LICENSES. (a) SANZ and Merger Sub have full power, authority and legal capacity to enter into this Agreement and the other documents contemplated hereby to which SANZ and Merger Sub is a party (including, without limitation, the Stock Option Agreement) and to perform its obligations hereunder and thereunder. SANZ is a corporation duly organized, validly existing and in good standing under the laws of Colorado. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Except where the failure to obtain such qualification could not reasonably be expected to have a Material Adverse Effect on SANZ, each of SANZ and its Subsidiaries is qualified to do business in every jurisdiction in which its ownership of property or conduct of business requires it to qualify. Each of SANZ and its Subsidiaries possess all requisite 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 carry out the transactions contemplated by this Agreement, except where the failure to have such licenses, permits and authorizations could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on SANZ . The copies of SANZ’s and Merger Sub’s articles/certificate of incorporation and bylaws that have been furnished to Holding’s and Sun’s counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete. Neither SANZ nor any of its Subsidiaries is in default under or in violation of any provision of its articles/certificate of incorporation or bylaws. The attached SANZ Officers and Directors Schedule sets forth a list all of the officers and directors of SANZ.
CAPACITY, ORGANIZATION, CORPORATE POWER AND LICENSES. (a) Holding has full power, authority and legal capacity to enter into this Agreement and the other documents contemplated hereby to which Holding is a party (including, without limitation, the Stock Option Agreement) and to perform its obligations hereunder and thereunder. Holding is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Except where the failure to obtain such qualification could not reasonably be expected to have a Material Adverse Effect on Holding on Holding, Holding is qualified to do business in every jurisdiction in which its ownership of property or conduct of business requires it to qualify. Holding possesses all requisite 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 carry out the transactions contemplated by this Agreement, except where the failure to have such licenses, permits and authorizations could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Holding. The copies of Holding’s certificate of incorporation and bylaws that have been furnished to SANZ’s and Merger Sub’s counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete. Holding is not in default under or in violation of any provision of its certificate of incorporation or bylaws. The attached Holding Officers and Directors Schedule sets forth a list all of the officers and directors of Holding.
CAPACITY, ORGANIZATION, CORPORATE POWER AND LICENSES. Each Seller Party has full power, authority and legal capacity to enter into this Agreement and the other documents contemplated hereby to which Seller Party is a party and to perform his or its obligations hereunder and thereunder. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Arizona, except as set forth on the QUALIFICATIONS SCHEDULE, and is qualified to do business in every jurisdiction in which its ownership of property or conduct of business requires it to qualify. Seller possesses all requisite corporate power and authority and all licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of Seller's articles of incorporation and by-laws which have been furnished to Buyer's special counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete. Seller is not in default under or in violation of any provision of its articles of incorporation or by-laws. The attached OFFICERS AND DIRECTORS SCHEDULE sets forth a list all of the officers and directors of Seller.
CAPACITY, ORGANIZATION, CORPORATE POWER AND LICENSES. Each Seller has full power, authority and legal capacity to enter into this Agreement and the other documents contemplated hereby to which such Seller is a party and to perform his obligations hereunder and thereunder. C&BI is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Texas and is qualified to do business as a corporation (but not a limited partnership) in every jurisdiction in which its ownership of property or conduct of business requires it to qualify. C&BII is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Texas and is qualified in every jurisdiction in which its ownership of property or conduct of business requires it to qualify. Each of the Companies possesses all requisite power and authority and all licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of each of the Companies' organizational and governance documents which have been furnished to Buyers' special counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete. The minute books (containing the records of meetings of the partners) and the ownership record books, if any, of the Companies are correct and complete in all material respects. The Companies are not in default under or in violation of any provision of their organizational and governance documents. The attached OFFICERS AND DIRECTORS SCHEDULE sets forth a list all of the officers and directors of each of the Companies, as applicable.
CAPACITY, ORGANIZATION, CORPORATE POWER AND LICENSES. Each Seller has full power, authority and legal capacity to enter into this Agreement and the other documents contemplated hereby to which such Seller is a party and to perform his obligations hereunder and thereunder. Each of the Companies is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and, except as set forth on the attached PERMITS SCHEDULE, is qualified to do business in every jurisdiction in which its ownership of property or conduct of business requires it to qualify. Each of the Companies possesses all requisite corporate power and authority and all 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 carry out the transactions contemplated by this Agreement. The copies of the articles of incorporation and by-laws for each Company, which have been furnished to Buyer's special counsel, reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete. The minute books (containing the records of meetings of the shareholders and the board directors), the stock certificate books and the stock record books of the Companies are correct and complete in all material respects. None of the Companies is in default under or in violation of any provision of its articles of incorporation or by-laws. The attached ORGANIZATION SCHEDULE sets forth a list of the officers and directors of each of the Companies.
CAPACITY, ORGANIZATION, CORPORATE POWER AND LICENSES. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New Mexico and is qualified to do business in every jurisdiction in which the failure to so qualify would have a Material Adverse Effect. The Company possesses all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of the Company's charter documents and bylaws as currently in effect which have been made available to the Buyer's special counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete. Each Seller has full power, authority and legal capacity to enter into this Agreement and the other documents contemplated hereby to which such Seller is a party and to perform his obligations hereunder and thereunder. The minute books (containing the records of meetings) and the ownership record books, if any, of the Company are correct and complete in all material respects. The Company is not in default under or in violation of any provision of their organizational and governance documents. The attached OFFICERS AND DIRECTORS SCHEDULE sets forth a list all of the officers and directors of the Company.
CAPACITY, ORGANIZATION, CORPORATE POWER AND LICENSES. (a) Sellers have all requisite corporate power, authority and legal capacity to enter into this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder. Each of the Transferred Companies is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation or organization and is qualified to do business in every jurisdiction in which its ownership of property or conduct of business requires it to qualify, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Each of the Transferred Companies possesses all requisite corporate power and authority necessary to own and operate its properties, to carry on its businesses as now conducted and to carry out the transactions contemplated by this Agreement. The copies of each Transferred Company’s certificate of incorporation, by-laws, certificate of formation, memorandum of association or other governing documents, as the case may be, which have been furnished to Buyers reflect all amendments made thereto and are correct and complete. The minute books (containing the records of meetings of the shareholders, directors, and members or other governing body), the stock or share capital certificate books and the stock or share capital record books of the Transferred Companies are correct and complete in all material respects, except to the extent Losses to the Buyer Parties with respect thereto do not exceed $100,000. No Transferred Company is in default under or in violation of any provision of its certificate of incorporation, by-laws, certificate of formation, memorandum of association or other governing documents, as the case may be, except to the extent Losses to the Buyer Parties with respect thereto do not exceed $100,000.
CAPACITY, ORGANIZATION, CORPORATE POWER AND LICENSES. Seller has full power, authority and legal capacity to enter into this Agreement, and the other documents contemplated hereby and to perform its obligations hereunder and thereunder. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California and is duly qualified or licensed to do business, and is in good standing in every jurisdiction in which its ownership of property or conduct of business requires it to qualify. Seller is not in default under or in violation of any provision of its organizational documents. Seller has the full power and authority necessary to own and use the assets of its business and carry on its business in the manner currently conducted and as presently proposed to be conducted after the Closing Date.
CAPACITY, ORGANIZATION, CORPORATE POWER AND LICENSES. Purchaser has full power, authority and legal capacity to enter into this Agreement, and the other documents contemplated hereby and to perform its obligations hereunder and thereunder. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified or licensed to do business, and is in good standing in every jurisdiction in which its ownership of property or conduct of business requires it to qualify. Purchaser is not in default under or in violation of any provision of its organizational documents. Purchaser has the full power and authority necessary to own and use the assets of its business and carry on its business in the manner currently conducted and as presently proposed to be conducted after the Closing Date.
