Due Organization; Good Standing; Power. Purchaser is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Purchaser has full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Purchaser is not in breach or violation of, and the execution, delivery and performance of this Agreement will not result in a breach or violation of, any of the provisions of Seller's articles of organization or operating agreement (the "Governing Documents").
Due Organization; Good Standing; Power. The Purchaser is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Colorado. The Purchaser has full right, power and authority to enter into this Agreement and the Consulting and Noncompetition Agreements and to perform its obligations hereunder and thereunder.
Due Organization; Good Standing; Power. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada. The Buyer has all requisite corporate power to enter into this Agreement and to perform its obligations hereunder.
Due Organization; Good Standing; Power. Peabody is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority under applicable Law and its Charter Documents to own or lease and to operate its assets and to conduct or cause to be conducted the Peabody Business as it is now being conducted by Peabody. Each Subsidiary of Peabody that is being contributed or transferred to the JV Entities as a part of the Peabody Business (each, a “Peabody Transferred Subsidiary”) and each of the other Affiliates of Peabody that is transferring or contributing assets or Liabilities to the JV Entities pursuant to this Agreement (collectively, the “Peabody Transferring Affiliates” and, together with the Peabody Transferred Subsidiaries, the “Peabody Entities”) is, or will be at the Closing Date, a corporation, limited liability company or other entity duly organized and validly existing under the laws of its jurisdiction of organization. Each Peabody Entity has all requisite corporate or other power and authority to own or lease and to operate its assets and to conduct the Peabody Business now being or to be conducted by it at the time of the Closing. Each of Peabody and each Peabody Entity is, or will be at the Closing Date, duly authorized, qualified or licensed to do business as a foreign corporation or other organization in good standing in each of the jurisdictions in which its right, title or interest in or to any of the Peabody Contributed Assets held by it or the Peabody Business conducted by it requires such authorization, qualification or licensing, except where the failure to have such authorization, qualification or licensing has not had and would not reasonably be expected to have, individually or in the aggregate, a Peabody Material Adverse Effect. Peabody has all requisite corporate power and authority under applicable Law and its Charter Documents to enter into this Agreement and the other Transaction Documents to which it is or will be a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each Peabody Entity has, or will have at the Closing Date, all corporate or other requisite power and authority under applicable Law and its Charter Documents to enter into the Transaction Documents to which it is or will be a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby.
Due Organization; Good Standing; Power. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Maryland. The Buyer has all requisite corporate power to enter into this Agreement and to perform its obligations hereunder.
Due Organization; Good Standing; Power. The Purchaser has full right, power and authority to enter into this Agreement and to perform its obligations hereunder and thereunder.
Due Organization; Good Standing; Power. Federal is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Federal has full right, power and authority to enter into this Agreement and to perform its obligations hereunder and thereunder.
Due Organization; Good Standing; Power. Middle Bay is a corporation duly organized, validly existing and in good standing under the laws of the State of Alabama. Middle Bay has all requisite corporate power to enter into this Agreement and to perform its obligations hereunder.
Due Organization; Good Standing; Power. TC is a validly existing political subdivision of the State of Idaho and the Hospital is a validly existing County Hospital and TC and the Hospital have the requisite power to carry on their business as now being conducted, including the authority to own, operate, lease, license, transfer and assign the Hospital Assets.
Due Organization; Good Standing; Power. BMH is an Idaho nonprofit corporation in good standing. BMH is an organization described in Section 50l(c)(3) of the Code. BMH is duly organized, validly existing and in good standing under the laws of the State of Idaho, and has the corporate power and authority to own, operate or hold under lease its properties and assets and to carry on its business and operations as presently conducted.
