Capacity; Organization; Standing; Capitalization. The Seller has full ------------------------------------------------ capacity to enter into and perform under this Agreement and all other agreements and instruments to be entered into in connection with the transactions contemplated hereby, and to consummate such transactions, and, except as set forth in Schedule 4(b)(1) of this Agreement, no other consent or joinder of any other persons or corporations is required to consummate such transactions. Neither Seedco nor GSC has any subsidiaries. Except as set forth on Schedule 4(b)(2) of this Agreement, neither the Seller nor Seedco nor GSC have any interest in any entity other than the Green Seed that is engaged, directly or indirectly, in businesses competitive with those of the Seedco, GSC or ABT. This Agreement has been, and each of the other agreements and instruments executed hereunder (the "Other Agreements") will at the Closing, be duly executed and delivered by the Seller. This Agreement constitutes, and each of the Other Agreements will constitute, the legal, valid and binding obligation of the Seller enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally or by general equitable principles. The Companies are duly organized and validly existing under the laws of the State of Maryland, have full power and authority to conduct their business as they are now being conducted and, except as disclosed on Schedule 4(b)(3), are duly qualified to do business in each jurisdiction where the nature of the property owned or leased, or the nature of the business conducted by the Companies requires such qualification, except where the failure to so qualify would not have a material adverse effect on the assets, liabilities, financial condition or business of any of the Companies. The Articles of Incorporation of each of Seedco and GSC and all amendments thereto certified by the Secretary of State of Maryland, their respective By-laws, as amended to the date of this Agreement, certified by the Secretary of each of Seedco and GSC, and their respective minutes and stock records, and the Limited Partnership Agreement of Green Seed, all delivered to the Buyer are complete and correct. The Companies have all necessary licenses and authority to operate their business as now being conducted and as will be conducted after the Closing assuming such business is conducted as ...
Capacity; Organization; Standing; Capitalization. The Sellers have ------------------------------------------------ full capacity to enter into and perform under this Agreement and all other agreements and instruments to be entered into in connection with the transactions contemplated hereby, and to consummate such transactions, and, except as set forth in SCHEDULE 4(B)(I) of this Agreement, no other consent or joinder of any other persons or corporations is required to consummate such transactions. The Acquired Company has no subsidiaries. Except as set forth on SCHEDULE 4(B)(II) of this Agreement, neither the Sellers nor the Acquired Company has any interest in any entity other than the Acquired Company that is engaged, directly or indirectly, in businesses competitive with those of the Acquired Company or ABT. This Agreement has been, and each of the other agreements and instruments executed hereunder (the "Other Agreements") will at the Closing, be duly executed and delivered by the Sellers. This Agreement constitutes, and each of the Other Agreements will constitute, the legal, valid and binding obligation of the Sellers enforceable in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally or by general equitable principles. Xxxxx is duly organized and validly existing under the laws of the State of New Jersey, has full corporate power and authority to conduct its business as it is now being conducted and is duly qualified to do business in each jurisdiction where the nature of the property owned or leased, or the nature of the business conducted by it requires such
Capacity; Organization; Standing; Capitalization. The Stockholders have full capacity to enter into and perform under this Agreement and all other agreements and instruments to be entered into in connection with the Merger contemplated hereby, and to consummate such Merger, and no other consent or joinder of any other persons or corporations is required to consummate such Merger. The Company has no subsidiaries. Neither the Stockholders nor the Company have any interest in any entity, directly or indirectly, in businesses competitive with those of the Company or BBLU. This Agreement has been, and each of the other agreements and instruments executed hereunder (the “Other Agreements”) will at the Closing, be duly executed and delivered by the Stockholders. This Agreement constitutes, and each of the Other Agreements will constitute, the legal, valid and binding obligation of the Stockholders enforceable in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally or by general equitable principles.
Capacity; Organization; Standing; Capitalization. The Company has full capacity to enter into and perform under this Agreement and all other agreements and instruments to be entered into in connection with the Merger contemplated hereby, and to consummate such Merger, and no other consent or joinder of any other persons or corporations is required to consummate such Merger. The Company has no subsidiaries.
Capacity; Organization; Standing; Capitalization. The Stockholders have full capacity to enter into and perform under this Agreement and all other agreements and instruments to be entered into in connection with the Merger contemplated hereby, and to consummate such Merger, and no other consent or joinder of any other persons or corporations is required to consummate such Merger. The Company has no subsidiaries, other than HVAC Controls and Specialties, Inc., (the “Subsidiaries”). Other than the Stockholders, neither the Stockholders nor the Company have any interest in any entity other than the Company engaged, directly or indirectly, in businesses competitive with those of the Company or BBLU. This Agreement has been, and each of the other agreements and instruments executed hereunder (the “Other Agreements”) will at the Closing, be duly executed and delivered by the Stockholders. This Agreement constitutes, and each of the Other Agreements will constitute, the legal, valid and binding obligation of the Stockholders enforceable in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally or by general equitable principles.
Capacity; Organization; Standing; Capitalization. The IPS Stockholders have full capacity to enter into and perform under this Agreement and all other agreements and instruments to be entered into in connection with the Merger contemplated hereby, and to consummate such Merger, and no other consent or joinder of any other Persons or corporations is required to consummate such Merger. IPS has no Subsidiaries, except as set forth on Schedule B. Neither the IPS Stockholders nor IPS has any interest in any entity other than IPS that is engaged, directly or indirectly, in businesses competitive with those of IPS or BBLU, except as disclosed on Schedule 3(b). This Agreement has been, and each of the other agreements and instruments executed hereunder (the “Other Agreements”) will at the Closing, be duly executed and delivered by the IPS Stockholders. This Agreement constitutes, and each of the Other Agreements will constitute, the legal, valid and binding obligation of the IPS Stockholders enforceable in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally or by general equitable principles.
Capacity; Organization; Standing; Capitalization. The Stockholders have full capacity to enter into and perform under this Agreement and all other agreements and instruments to be entered into in connection with the Merger contemplated hereby, and to consummate such Merger, and, except as set forth in Schedule 4(b)(i) of this Agreement, no other consent or joinder of any other persons or corporations is required to consummate such Merger. Except as set forth on Schedule 4(b)(ii) of this Agreement, the Corporation has no subsidiaries. Except as set forth on Schedule 4(b)(iii) of this Agreement, neither the Stockholders nor the Corporation have any interest in any entity other than the Corporation engaged, directly or indirectly, in businesses competitive with those of the Corporation or BBLU. This Agreement has been, and each of the other agreements and instruments executed hereunder (the “Other Agreements”) will at the Closing, be duly executed and delivered by the Stockholders. This Agreement constitutes, and each of the Other Agreements will constitute, the legal, valid and binding obligation of the Stockholders enforceable in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally or by general equitable principles.
Capacity; Organization; Standing; Capitalization. The Sellers have full power and authority to enter into and perform under this Agreement and all other agreements and instruments to be entered into in connection with the transactions contemplated hereby, and to consummate such transactions, and, no other consent or joinder of any other persons or corporations is required to consummate such transactions. Except as set forth on Schedule 3.2 of this Agreement, the Corporation has no subsidiaries. This Agreement has been, and each of the other agreements and instruments executed hereunder (the "Other Agreements") will at the Closing, be duly executed and delivered by the Sellers. This Agreement constitutes, and each of the Other Agreements will constitute, the legal, valid and binding obligation of the Sellers enforceable in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally or by general equitable principles.
Capacity; Organization; Standing; Capitalization. The Stockholders have full capacity to enter into and perform under this Agreement and all other agreements and instruments to be entered into in connection with the Merger contemplated hereby, and to consummate such Merger, and, except as set forth in Schedule 4(b)(i) of this Agreement, no other consent or joinder of any other persons or corporations is required to consummate such Merger. The Corporation has no subsidiaries. Other than Humitech of Northern California, LLC, neither the Stockholders nor the Corporation have any interest in any entity other than the Corporation engaged, directly or indirectly, in businesses competitive with those of the Corporation or BBLU. This Agreement has been, and each of the other agreements and instruments executed hereunder (the “Other Agreements”) will at the Closing, be duly executed and delivered by the Stockholders. This Agreement constitutes, and each of the Other Agreements will constitute, the legal, valid and binding obligation of the Stockholders enforceable in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally or by general equitable principles.
Capacity; Organization; Standing; Capitalization. Shoom has full capacity to enter into and perform under this Agreement and all other agreements and instruments to be entered into in connection with the Merger contemplated hereby, and to consummate such Merger, and no other consent or joinder of any other persons or corporations is required to consummate such Merger (subject only to the requisite approval of the Merger and this Agreement by the shareholders of Shoom). Shoom has no subsidiaries, other than those listed on Schedule 3(b) attached hereto, (the “Subsidiaries”). Other than the Shoom Stockholders, neither the Shoom Stockholders nor Shoom have any interest in any entity other than Shoom engaged, directly or indirectly, in businesses competitive with those of Shoom or Sysorex. This Agreement has been, and each of the other agreements and instruments executed hereunder (the “Other Agreements”) will at the Closing, be duly executed and delivered by Shoom. This Agreement constitutes, and each of the Other Agreements will constitute, the legal, valid and binding obligation of Shoom enforceable in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally or by general equitable principles (“Enforceability Limitations”).
