Corporate Status; Power and Authority. Such Party has full power and authority (corporate or otherwise) to enter into and perform its obligations under this Agreement.
Corporate Status; Power and Authority. Investor is a corporation duly organized, validly existing, and in good standing under the laws of Delaware. Investor has the corporate power and authority to execute and deliver and to perform its obligations under this Agreement and consummate the transactions contemplated hereby. Investor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.
Corporate Status; Power and Authority. (a) Each of Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund (a) has been duly organized, and is validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate or other, as applicable, power and authority to own its property and assets and to transact the business in which it is engaged, except where any such failure to be so organized, existing or in good standing or to have such power or authority would not prevent, materially delay or materially impede the consummation of the Transactions and (b) has duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified, except where the failure to be so qualified or be in good standing would not prevent, materially delay or materially impede the consummation of the Transactions. None of Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund is currently in violation of any of the provisions of its Organizational Documents, each as amended to date.
(b) All corporate or other, as applicable, action on the part of each of Harbinger Master, Harbinger Special, Harbinger Fund or Harbinger Satellite Fund necessary for the authorization, execution, delivery and performance of this Agreement and the Stock Purchase Agreement has been taken. Each of Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund has all requisite corporate or other power and authority to enter into this Agreement and the Stock Purchase Agreement and to carry out and perform its obligations under the terms hereof and thereof.
Corporate Status; Power and Authority. The Company is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Florida. The Company has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including but not limited to the issuance of the Tokens.
Corporate Status; Power and Authority. 41 4.1.1 Corporate Status . . . . . . . . . . 41 4.1.2
Corporate Status; Power and Authority. Investor is a corporation duly organized, validly existing, and in good standing under the laws of New York. Investor has the corporate power and authority to execute and deliver and to perform its obligations under this Agreement and consummate the transactions contemplated hereby. Investor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.
Corporate Status; Power and Authority. Each of the Acquired Entities is an entity duly created, formed, or organized, validly existing, and in good standing under the Laws of the jurisdiction of its creation, formation, or organization, as the case may be. Each of the Acquired Entities is duly qualified to conduct its business as a foreign entity and is in good standing under the Laws of each jurisdiction where such qualification is required (except for any jurisdiction where the failure to be so qualified would not, individually or in the aggregate, result in a Material Adverse Effect). Each of the Acquired Entities has the requisite power and authority necessary to own, lease, or operate its properties and to carry on its businesses as presently conducted. Each of the Acquired Entities has the relevant entity power and authority to execute and deliver this Agreement and to perform and consummate the Transactions. Each of the Acquired Entities has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of their respective obligations hereunder, and the consummation of the Transactions. This Agreement has been duly authorized, executed, and delivered by, and (assuming the due authorization, execution and delivery hereof by the other Parties hereto) is Enforceable against, each of the Acquired Entities.
Corporate Status; Power and Authority. The Seller is a corporation duly organized, presently existing and in good standing under the laws of the State of New York. The Seller has the corporate power to own or lease its properties and the Purchased Assets and to carry on the Business as it is now being conducted and is (and has been since required by law) duly qualified to do business and is in good standing in every jurisdiction in which the failure to do so would have a Material Adverse Effect. Labelon is a corporation duly organized, presently existing and in good standing under the laws of the State of New York. Each of Labelon and the Seller has the full corporate power and authority to enter into and perform its respective obligations under this Agreement. Labelon has the full corporate power and authority to enter into and perform its obligations under the Distribution Agreement.
Corporate Status; Power and Authority. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan. Seller has all the requisite corporate power and authority to carry on its business as it is now being conducted and to own or lease and operate its properties as, and in the places where, such business is now conducted and where such properties are now owned or leased and operated. Seller has all the requisite corporate power and corporate authority to execute and deliver this Agreement and the other Operative Documents and to perform its obligations hereunder and
Section 4.1 (a) of Seller's Disclosure Schedule lists all charter documents that, as of the date hereof, constitute the Articles of Incorporation and by-laws, as amended, of Seller ("Seller's Charter Documents"). True, correct and complete copies of Seller's Charter Documents were contained in the Data Room.
(b) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Alaska. The Company has all the requisite corporate power and corporate authority to carry on its business as it is now being conducted and to own or lease and operate its properties as, and in the places where, such business is now conducted and where such properties are now owned or leased and operated. The Company has the corporate power to own the Company Assets and to operate the Transmission Business as such business is now conducted. The Company does not own, directly or indirectly, any equity security, voting rights or investment rights in any other Person which is not an Excluded Asset. Section 4.1(b) of Seller's Disclosure Schedule lists all charter documents that, as of the date hereof, constitute the Articles of Incorporation and by-laws, as amended, of the Company ("Company's Charter Documents"). True, correct and complete copies of the Company's Charter Documents were contained in the Data Room.
(c) Upon the LLC Conversion pursuant to Section 2.2, the Company will be a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Upon the LLC Conversion pursuant to Section 2.2, the Company will have all the requisite limited liability company power and limited liability company authority to carry on its business as it is now being conducted and to own or lease and operate its properties as, and in the places where, such business is now conducted and where such properties are now owne...
Corporate Status; Power and Authority. Purchaser is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has all the requisite partnership power and partnership authority to execute and deliver this Agreement and the other Operative Documents and to perform its obligations hereunder and thereunder, and the execution, delivery and performance of this Agreement and the other Operative Documents has been duly authorized by the Board of Directors of Purchaser's General Partner, which constitutes all necessary partnership action required on the part of the Purchaser for such authorization. Purchaser has heretofore delivered to Seller true and complete copies of its Agreement of Limited Partnership, as amended.
