Due Organization; Power and Good Standing. Xoom, Xenon 2 and each ----------------------------------------- of their respective Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite power and authority to own, lease and operate its properties and to conduct its business as now conducted by it. Xoom, Xenon 2 and each of their respective Subsidiaries party to an Implementing Agreement has all requisite power and authority to enter into this Agreement, the Xenon 2 Merger Agreement, the Voting Agreement, the Option Agreement and the Implementing Agreements to which it is a party and to perform its obligations hereunder and thereunder. Xoom, Xenon 2 and each of their respective Subsidiaries is qualified to do business and is in good standing in all jurisdictions in which it conducts its business, except where the failure to do so would not, individually or in the aggregate, taken as a whole, have a Material Adverse Effect.
Due Organization; Power and Good Standing. GE Investments Sub is duly ----------------------------------------- organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite power and authority to own, lease and operate its properties and to conduct its business as now conducted by it. GE Investments Sub has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder and thereunder. GE Investments Sub is qualified to do business and is in good standing in all jurisdictions in which it conducts its business, except where the failure to do so would not, individually or in the aggregate, taken as a whole, have a Material Adverse Effect.
Due Organization; Power and Good Standing. NBC, NMC and each of ----------------------------------------- Neon's Subsidiaries that is a party to an Implementing Agreement is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite power and authority to own, lease and operate its properties and to conduct its business as now conducted by it. NBC, NMC and each of Neon's Subsidiaries that is a party to an Implementing Agreement has all requisite power and authority to enter into this Agreement and the Implementing Agreements to which it is a party and to perform its obligations hereunder and thereunder. NBC, NMC and each of Neon's Subsidiaries that is a party to an Implementing Agreement is qualified to do business and is in good standing in all jurisdictions in which it conducts its business, except where the failure to do so would not, individually or in the aggregate, taken as a whole, have a Material Adverse Effect.
Due Organization; Power and Good Standing. SNAP is duly organized, ----------------------------------------- validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite power and authority to own, lease and operate its properties and to conduct its business as now conducted by it. SNAP is qualified to do business and is in good standing in all jurisdictions in which it conducts its business, except where the failure to do so would not, individually or in the aggregate, taken as a whole, have a Material Adverse Effect. SNAP has no Subsidiaries other than SNAP International LLC which has not commenced business operations and has no material assets or liabilities.
Due Organization; Power and Good Standing. SHP is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite power and authority to own, lease and operate its properties and to conduct its business as now conducted by it. SHP has all requisite power and authority to enter into this Agreement and the Implementing Agreements to which it is a party and to perform its obligations hereunder and thereunder. SHP is qualified to do business and is in good standing as a foreign corporation, partnership or other entity, as applicable, in all jurisdictions in which it conducts its business, except where the failure to be so qualified would not, individually or in the aggregate, materially adversely affect its ability to perform its obligations hereunder or under the Implementing Agreements to which it is a party.
Due Organization; Power and Good Standing. Each of Management, Management Sub and Lessee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite power and authority to own, lease and operate its properties and to conduct its business as now conducted by it. Each of Management, Management Sub and Lessee has all requisite power and authority to enter into this Agreement and the Implementing Agreements to which it is a party and to perform its obligations hereunder and thereunder. Each of Management, Management Sub and Lessee is qualified to do business and is in good standing as a foreign corporation in all jurisdictions in which it conducts its business, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Complete and correct copies of the Certificate of 17 13 Incorporation and Bylaws of Management and Lessee and the Certificate of Formation and limited liability company agreement of Management Sub are set forth in Schedule 3.1(a) hereto.
Due Organization; Power and Good Standing. Each Alter Entity that is an entity is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite power and authority to own, lease and operate its properties and to conduct its business as now conducted by it. Each Alter Entity that is an entity has all requisite power and authority, and Alter has the legal capacity, power and authority, to enter into this Agreement and the Implementing Agreements to which it is a party and to perform its obligations hereunder and thereunder. Each Alter Entity that is an entity is qualified to do business and is in good standing as a foreign corporation, partnership or other entity, as applicable, in all jurisdictions in which it conducts its business, except where the failure to be so qualified would not, individually or in the aggregate, materially adversely affect its ability to perform its obligations hereunder or under the Implementing Agreements to which it is a party. Alter is not married as of the date of this Agreement and agrees that if he becomes married prior 33 29 to the Closing Date, his spouse shall execute and deliver an acknowledgment to the other parties hereto to the effect of the consent set forth in Section 9.14.
Due Organization; Power and Good Standing. Each Westxxxxx Xxxity is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite power and authority to own, lease and operate its properties and to conduct its business as now conducted by it. Each Westxxxxx Xxxity has all requisite power and authority to enter into this Agreement and the Implementing Agreements to which it is a party and to perform its obligations hereunder and thereunder. Each Westxxxxx Xxxity is qualified to do business and is in good standing as a foreign corporation, partnership or other entity, as applicable, in all jurisdictions in which it conducts its business, except where the failure to be so qualified would not, individually or in the aggregate, materially adversely affect its ability to perform its obligations hereunder or under the Implementing Agreements to which it is a party.
Due Organization; Power and Good Standing. Each of Management and Lessee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite power and authority to own, lease and operate its properties and to conduct its business as now conducted by it. Each of Management and Lessee is qualified to do business and is in good standing as a foreign corporation in all jurisdictions in which it conducts its business, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Complete and correct copies of the Certificate of Incorporation and Bylaws of Management and Lessee are set forth in Schedule 4.1(a) hereto.
Due Organization; Power and Good Standing. Each Sunstone Party is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite power and authority to own, lease and operate its properties and to conduct its business as now conducted by it. Each Sunstone Party has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder and thereunder. Each Sunstone Party is qualified to do business and is in good standing as a foreign corporation, partnership or other entity, as applicable, in all jurisdictions in which it conducts its business, except where the failure to be so qualified would not, individually or in the aggregate, materially adversely affect its ability to perform its obligations hereunder.
