Common use of Corporate Existence and Power Clause in Contracts

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

Corporate Existence and Power. Buyer is a corporation limited liability company duly incorporatedformed, validly existing and in good standing under the laws of the State of DelawareDelaware and has all power and authority to carry on its business as presently conducted.

Corporate Existence and Power. Buyer is a corporation limited liability company duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware.Delaware and has all power and authority to carry on its business as now conducted. Buyer has heretofore delivered or made available to the Company true and complete copies of its governing documents or other organizational documents of like import, as currently in effect. 4.3.2

Corporate Existence and Power. Buyer is a corporation limited liability company, duly incorporated, organized and validly existing and in good standing under the laws Laws of the State of DelawareNevada, and has the limited liability company power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted.

Corporate Existence and Power. Buyer is a corporation limited liability company duly incorporated, formed validly existing and in good standing under the laws of the State of DelawareDelaware and has all limited liability company powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Corporate Existence and Power. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to perform its obligations with respect to the Transactions.

Corporate Existence and Power. Buyer is a corporation limited liability company duly incorporatedformed, validly existing and in good standing under the laws of its jurisdiction of formation, and is duly authorized to conduct the State of Delawarebusiness in which it is engaged and to own and use the properties owned and used by it and has, in all material respects, all the permits required to carry on its business as now conducted.

Corporate Existence and Power. Buyer is a corporation duly incorporatedformed, validly existing and in good standing under the laws of the State of DelawareDelaware and has all powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Corporate Existence and Power. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate powers required to carry on its business as now conducted. Buyer is duly qualified to do business as a foreign corporation and is in good standing in the State of Alabama.

Corporate Existence and Power. Buyer is a corporation limited liability company duly incorporatedformed, validly existing and in good standing under the laws of the State its jurisdiction of Delawareformation and has all limited liability company powers and all material governmental licenses, authorizations, qualifications permits, consents and approvals required to carry on its business as now conducted.

Corporate Existence and Power. Buyer is a corporation limited liability company, duly incorporatedformed, validly existing and in good standing under the laws of the State of Delaware, has the power and authority to enter into, execute, deliver and perform this Agreement and to perform all the obligations to be performed by it hereunder.

Corporate Existence and Power. Buyer is a corporation duly incorporatedlimited liability company organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all necessary power and authority required to carry on its business as now conducted.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate powers and authority and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not prevent or materially delay the transactions contemplated by this Agreement or any other Transaction Document to which Buyer or any of its Affiliates is a party.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all necessary corporate power and authority and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Corporate Existence and Power. Buyer is a corporation limited liability company duly incorporatedformed, validly existing and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to execute, deliver and perform this Agreement, the Promissory Notes, the Pledge Agreement and the Custody Agreement and to carry on its business as now conducted.

Corporate Existence and Power. Buyer is a corporation limited partnership duly incorporatedformed, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the State of DelawareDelaware and has all corporate powers required to carry on its business as now conducted.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all corporate power to carry out its business as now conducted. Buyer is duly qualified to do business as a foreign corporation in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary to carry on its business as now conducted, except for those jurisdictions where the failure to be so qualified has not been, and could not reasonably be expected to be, material.

Corporate Existence and Power. (a) Buyer is a corporation duly incorporatedcorporation, validly existing and in good standing under the laws of the State of Delaware.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and corporate authority to carry on its business as now conducted in all material respects.

Corporate Existence and Power. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer has all power and authority, corporate and otherwise, and all material Permits and Consents required to own and operate its properties and assets and to carry on its business as presently conducted. Buyer has made available to the Company accurate and complete copies of its Organizational Documents, each as currently in effect.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the State absence of Delawarewhich would not have a Material Adverse Effect on Buyer.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and authority to carry on its business as now conducted in all material respects.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer has all corporate power and all governmental licenses, authorizations, Permits, consents and approvals required to carry on its business as now conducted.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the State absence of Delawarewhich would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer has the requisite power and authority to own or otherwise hold the assets held by it and to carry on its business as now being conducted.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate powers and all material Licenses required to carry on its business as now conducted.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all corporate power required to own, lease and operate its properties and assets and to carry on its business.

Corporate Existence and Power. The Buyer is a corporation ----------------------------- duly incorporatedorganized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and authority to own or lease its properties and to carry on its business as now conducted. The Buyer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or the nature of its activities makes such qualification necessary. The Buyer has heretofore delivered to the Company true and complete copies of the certificate of incorporation and by-laws of the Buyer.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all corporate power to carry out its business as now conducted. Buyer is duly qualified to do business as a foreign corporation in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary to carry on its business as now conducted, except for those jurisdictions where the failure to be so qualified has not been, and may not reasonably be expected to be, material.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware and has the State of Delawarerequisite corporate power and authority and governmental approvals to own, lease and operate its properties and to carry on its business as now conducted.

Corporate Existence and Power. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate or powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Corporate Existence and Power. Buyer is a corporation duly incorporatedorganized, formed, validly existing and in good standing under the laws of the State of Delaware.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all corporate powers and authority to carry on its business and operations as now conducted. Buyer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the nature of its business and operations makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Buyer MAE.

Corporate Existence and Power. Buyer is a corporation Limited Partnership, duly incorporated, organized and validly existing and in good standing under the laws Laws of the State of Delaware, and has the Limited Partnership power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer has all power and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Corporate Existence and Power. The Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware, and has all necessary corporate power and authority to enter into and perform its obligations under the Transactional Agreements to which it is a party.

Corporate Existence and Power. Buyer is a corporation limited liability company duly incorporatedformed, validly existing and in good standing under the laws of the State of DelawareDelaware and has all limited liability company powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Corporate Existence and Power. The Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware, and has all necessary corporate power and authority to enter into and perform its obligations under the Transactional Agreements to which it is a part and has all necessary corporate power and authority (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use it assets in the manner in which its assets are currently owned and used and (iii) to perform its obligations under contract to which it is a party.

Corporate Existence and Power. Buyer (a) is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of DelawareDelaware and (b) has all requisite corporate power and authority to execute, deliver and perform its obligations under the Agreement.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate or other organizational powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Corporate Existence and Power. Buyer is a corporation limited liability company duly incorporatedorganized, validly existing and in good standing under the laws of the State state of Delawareits organization and has all powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under Delaware Law and has all corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted. Buyer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the laws character of the State property owned or leased by it or the nature of Delawareits activities makes such qualification necessary.

Corporate Existence and Power. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power and authority to (a) execute and deliver this Agreement and (b) perform its obligations hereunder and to consummate the transactions contemplated hereby.

Corporate Existence and Power. Buyer is a corporation limited liability company duly incorporatedformed, validly existing and in good standing under the laws of Delaware and has all limited liability company powers required to carry on its business as now conducted. Buyer has full power and authority to enter into this Agreement and the State of Delawareother Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder.

Corporate Existence and Power. Buyer is a corporation limited liability company duly incorporatedformed, validly existing and in good standing under the laws of the State of DelawareDelaware and has all the powers and all material governmental licenses, authorizations, permits, consents and approvals required to (i) carry on its business as now conducted and (ii) assuming compliance with the requirements referred to in Sections 3.05 and 5.03, perform its obligations hereunder.

Corporate Existence and Power. Buyer is a corporation limited liability company duly incorporatedorganized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws Applicable Laws of Delaware and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to own and lease its properties and carry on its business as now conducted, except in each case, as would not prevent or delay the consummation of the State of Delawaretransactions contemplated by this Agreement.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws Laws of the State of DelawareDelaware and has all corporate powers and all material Licenses required to carry on its business as now conducted.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware and has all corporate powers and authority and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the State absence of Delawarewhich would not prevent or materially delay the transactions contemplated by this Agreement or any other Transaction Document to which Buyer or any of its Affiliates is a party.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware and has all corporate powers, all corporate authority and all material governmental licenses, authorizations, permits, consents and approvals required to own, lease and operate its properties and assets and to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the State absence of Delawarewhich is not a Buyer Material Adverse Effect.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate powers required to carry on its business as now conducted.

Corporate Existence and Power. Buyer is a corporation limited liability company duly incorporatedorganized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly incorporated and existing and in good standing under the laws of the State of DelawareDelaware with full corporate power and authority to enter into this Agreement and perform its obligations under this Agreement. The copies of the Certificate of Incorporation and By-laws of Buyer which have been delivered to Seller (and initialed for identification by counsel to the parties) are true and complete.