Due Organization and Standing. The Borrower and each Subsidiary of the Borrower is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation. The Borrower and each Subsidiary of the Borrower is duly qualified and in good standing as a foreign corporation, and is duly authorized to do business, in each jurisdiction in which the ownership or leasing of its or their properties or the conduct of its or their business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect, either individually or in the aggregate.
Due Organization and Standing. Restoragen is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to deliver this Agreement and to carry out the provisions hereof, subject to the receipt of the Consents described in Section 2.9, and subject to Bankruptcy Court approval of the Transactions.
Due Organization and Standing. Each of JLL and Purchaser is a -------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of Maryland.
Due Organization and Standing. Lapis is a corporation duly organized and validly existing under the laws of the State of Delaware, the USA. Lapis has all requisite corporate power to own and operate its assets, and to carry on its business as presently conducted, other than where such would not have a material adverse effect. Lapis has not taken any action or failed to take any action, which action or failure would preclude or prevent Lapis from conducting its Business after the execution of this Agreement in the manner conducted on the date hereof, subject to changes to the Business pursuant to the consummation of the transactions contemplated under the Transaction Documents. Lapis has all permits, licenses and any similar authority necessary for the conduct of its Business, the lack of which could adversely affect the business, properties, prospects or financial condition of Lapis. Lapis is not in default under any of such permits, licenses, or other similar authority, which default would have a material adverse effect on Lapis.
Due Organization and Standing. The Company and each of its Subsidiaries: (i) is a corporation or other organization duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (except, in the case of good standing, for entities organized under the laws of any jurisdiction that does not recognize such concept), (ii) has the requisite power and authority to own, license, lease and operate its properties and to carry on its business as now being conducted and currently proposed to be conducted, and (iii) is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of its business or the ownership, licensing or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect. Neither the Company nor any Subsidiary thereof nor any of the Development Subsidiaries has received a written notification that any proceeding has been instituted in any such jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification, and to the Company’s knowledge, no proceeding has been instituted in any such jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification where such proceeding would reasonably be likely to have a Material Adverse Effect.
Due Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction where the failure to so qualify would have a material adverse effect on the assets of the Company or the business conducted by the Company. The Company has the corporate power and authority to own its assets, to conduct its business as it is now being conducted, and to enter into and perform its obligations under this Agreement. The Company has no subsidiaries or direct or indirect interests in any firm, corporation, association or business.
Due Organization and Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado and has all requisite corporate power and authority to execute and deliver this Agreement and the Documents, and to perform its obligations under this Agreement.
Due Organization and Standing. Seller is a duly organized corporation, validly existing and in good standing under the laws of the State of Delaware.
Due Organization and Standing. Purchaser is a duly organized limited liability company, validly existing and in good standing under the laws of the State of Delaware.
