Existence and Capacity. Buyer is a corporation, duly organized and validly existing in good standing under the laws of the State of Delaware. Buyer has the requisite power, authority and legal right to enter into this Agreement, to perform its obligations hereunder, and to conduct its business as now being conducted.
Existence and Capacity. 1.1. The Seller has sufficient legal capacity to execute this Agreement and to perform the obligations deriving therefrom. The Seller’s representative is acting in accordance with powers of attorney which grant sufficient power and authority to enter into this Agreement.
Existence and Capacity. Seller is a corporation duly organized and validly existing and in good standing under the laws of the State of Georgia. Seller has the requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to conduct its business substantially as now being conducted.
Existence and Capacity. (a) Seller is a corporation, duly organized and validly existing in good standing under the laws of the State of Delaware. Seller has the requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to conduct its business as now being conducted. Each Seller Entity is a limited partnership, limited liability company or corporation, duly organized and validly existing in good standing under the laws of the state of its formation or incorporation, as the case may be. Each Seller Entity has the requisite power and authority to conduct its business as now being conducted.
Existence and Capacity. Each Seller is a limited liability company, duly organized and validly existing in good standing or in active status (as applicable) under the laws of the state of its formation. Each Seller has the requisite power and authority to conduct its business as now being conducted. CHS is a corporation, duly organized and validly existing in good standing under the laws of the State of Delaware. CHS has the requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to conduct its business as now being conducted.
Existence and Capacity. Buyer is a corporation, duly organized and validly existing in good standing under the laws of the State of Tennessee. Buyer has the requisite power and authority to enter into this Agreement, to perform its obligations hereunder, and to conduct its business as now being conducted. Buyer Guarantor is a corporation, duly organized and validly existing in good standing under the laws of the State of Florida. Buyer Guarantor has the requisite power and authority to enter into this Agreement, to perform its obligations hereunder, and to conduct its business as now being conducted.
Existence and Capacity. Each Seller is a limited liability company or corporation, duly organized and validly existing in good standing under the laws of its state of organization. Each of Sellers has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder. Each Seller has the requisite power and authority to conduct its business as it is now being conducted.
Existence and Capacity. 37 4.2. Powers; Consents; Absence of Conflicts With Other Agreements, Etc.... 37 4.3. Binding Agreement.................................................... 38 4.4. Availability of Funds................................................ 38 4.5. Legal Proceedings.................................................... 38 4.6. Solvency............................................................. 38 4.7. Full Disclosure...................................................... 39 4.8. Buyer's Knowledge.................................................... 39
Existence and Capacity. 1.1 Buyer and Buyer´s Guarantor each has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party and to perform its obligations thereunder and to effect and consummate the Transactions contemplated thereby. Such Transaction Documents have been, or upon execution and delivery thereof will be, duly authorized, executed and delivered by Buyer and Buyer´s Guarantor, and constitute, or upon execution and delivery thereof will constitute, legal, valid and binding obligations of Buyer and Buyer´s Guarantor, enforceable against them in accordance with their respective terms, except to the extent that (a) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally, and (b) the remedy of specific performance or injunctive and other forms of similar relief may be subject to defenses and to the discretion of the court before which any proceeding therefore may be brought.
Existence and Capacity. 1.1 Each Accepting Shareholder individually warrants that (a) he/she/it has all requisite power and authority to execute and deliver the incorporation deed of HoldCo to which he/she/it is a party and to perform its obligations thereunder and to effect and consummate the transactions contemplated thereby.
