Due Organization, Authorization and Good Standing. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has the requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which the Buyer is a party and to perform its obligations hereunder or thereunder and has taken all action required by law and its certificate of incorporation and by-laws to authorize such execution, delivery and performance. This Agreement constitutes, and upon execution thereof, the Transaction Documents (other than the Noncompetition Agreements) to which the Buyer is a party will constitute, the valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms.
Due Organization, Authorization and Good Standing. Seller is duly organized, validly existing and in good standing under the laws of Delaware. Seller has full corporate power and corporate authority to carry on its business, to own and use the properties owned and used by it and to perform its obligations under this Agreement.
Due Organization, Authorization and Good Standing of Sonic and -------------------------------------------------------------- Acquisition. Sonic is a corporation duly organized, validly existing and in ----------- good standing under the laws of the State of Delaware. Acquisition is a corporation duly organized, validly existing and in good standing under the OBCA. Each of Sonic and Acquisition has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate all transactions contemplated hereby. The execution, delivery and performance of this Agreement by each of them, and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate action in respect thereof on the part of each of Sonic and Acquisition. This Agreement constitutes the valid and binding obligation of each of Sonic and Acquisition, enforceable in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization and similar laws of general applicability affecting the rights and remedies of creditors and to general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at law. Each of Sonic and Acquisition has full corporate or partnership power and authority to carry on its business as now conducted and to own or lease and to operate its properties and assets where such properties and assets are now owned, leased or operated by it and where such business is now conducted by it. Sonic is duly qualified to do business and in good standing as a foreign corporation and licensed or qualified to transact business in each jurisdiction in which the nature of the business conducted by it or the properties or assets owned, operated or leased by it requires it to be so licensed or qualified, other than such failures to be so licensed or qualified that, in the aggregate, would not have a Sonic Material Adverse Effect. True, complete and correct copies of the Charter Documents of Sonic and Acquisition as in effect on the date hereof have heretofore been delivered to Turbotak.
Due Organization, Authorization and Good Standing. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, has the requisite corporate power and authority to enter into, execute, deliver and perform this Agreement and any other instruments of transfer and conveyance (collectively, with this Agreement, the "Transaction Documents"), and to consummate all transactions contemplated hereby --------------------- and thereby and has taken all corporate action required by law and its Certificate of Incorporation and by-laws to authorize such execution, delivery and performance. This Agreement is, and each of the other Transaction Documents will upon execution by a duly authorized officer of Seller at the Closing be, the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms.
Due Organization, Authorization and Good Standing. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of Virginia, has the requisite power and authority to enter into, execute, deliver and perform this Agreement, the other Transaction Documents, the Subordinated Promissory Note (a form of which is attached hereto as Exhibit ------- 1.3A) and the Security Agreement (a form of which is attached hereto as Exhibit ----- ------- 1.3B), and to consummate all transactions contemplated hereby and thereby and ---- has taken all action required by law and its Articles of Organization and operating agreement to authorize such execution, delivery and performance. This Agreement is, and each of the other Transaction Documents, the Subordinated Promissory Note and the Security Agreement will upon execution thereof by a duly authorized officer of Buyer at the Closing be, the valid and legally binding obligation of Buyer, enforceable in accordance with its terms.
Due Organization, Authorization and Good Standing. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has the requisite corporate power and authority to execute, deliver and perform this Agreement and the transactions contemplated hereby and has taken all action required by law and its Certificate of Incorporation and bylaws to authorize such execution, delivery and performance. This Agreement is the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms.
Due Organization, Authorization and Good Standing. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has the requisite corporate power and authority to execute, deliver and perform this Agreement and the other Transaction Documents and its obligations hereunder and thereunder and has taken all action required by law and its Certificate of Incorporation and bylaws to authorize such execution, delivery and performance. Each of the Transaction Documents is the valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with its respective terms, subject to bankruptcy, insolvency, moratorium, reorganization and similar laws of general applicability affecting the rights and remedies of creditors and to general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at law.
Due Organization, Authorization and Good Standing. Orbital is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with the corporate power and authority to own its properties and assets, to carry on its business as now being conducted, and to execute and deliver each of the Transaction Agreements to which it is a party and to perform its obligations thereunder and to consummate all transactions contemplated thereby. Orbital is duly
Due Organization, Authorization and Good Standing. CCS is duly organized, validly existing and in good standing under the laws of Alabama. CCS is qualified to do business and is in good standing as a foreign Person, as the case may be, in each jurisdiction in which the ownership of its properties and the nature and extent of the activities transacted by it makes such qualification necessary. CCS has full corporate power and corporate authority to carry on its business, to own and use the properties owned and used by it and to perform its obligations under this Agreement.
Due Organization, Authorization and Good Standing. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is authorized to transact business as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse impact on Seller's ability to sell the Purchased Assets, including the States of California and Rhode Island. Seller has the requisite corporate power and authority to enter into, execute, deliver and perform this Agreement and any other instruments of transfer and conveyance executed in connection herewith (collectively, with this Agreement, the "Transaction Documents"), and to consummate all transactions contemplated hereby and thereby and has or will have taken all corporate action required by law and its articles of incorporation and by-laws to authorize such execution, delivery and performance. This Agreement is, and each of the other Transaction Documents will, upon execution by duly authorized officers of Seller at the Closing, be the valid and legally binding obligation of Seller, enforceable against it in accordance with its terms, except to the extent such enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization and similar laws of general applicability affecting the rights and remedies of creditors and by general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at law.
