Existence and Good Standing; Power and Authority. LICENSEE is a limited liability company duly organized, validly existing and in good standing under the laws of the state of California. LICENSEE has full corporate power and authority to make, execute, deliver and perform this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by LICENSEE and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by all required corporate action of LICENSEE and no other action on the part of LICENSEE is necessary to authorize the execution, delivery and performance of this Agreement by LICENSEE and the consummation of the transaction contemplated hereby. This Agreement has been duly executed and delivered by LICENSEE and is a valid and binding obligation of LICENSEE enforceable against it in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
Existence and Good Standing; Power and Authority. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Purchaser has the requisite corporate power and authority to enter into, execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly authorized and approved by the Purchaser and, assuming the due execution of this Agreement by each of the Sellers, is a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.
Existence and Good Standing; Power and Authority. Such Investor, if it is a corporation, a limited liability company or a limited liability partnership, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Such Investor has the legal power and authority to enter into, execute and deliver this Agreement and perform its obligations hereunder and thereunder. This Agreement has been duly authorized and approved by such Investor and is a valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws effecting the enforcement of creditors' rights generally and by general equitable principles.
Existence and Good Standing; Power and Authority. The Investor has the legal power and authority to enter into, execute and deliver this Agreement and perform his obligations hereunder. This Agreement has been duly authorized and approved by the Investor and is a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws effecting the enforcement of creditors' rights generally and by general equitable principles.
Existence and Good Standing; Power and Authority. Group is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas. Group has full corporate power and authority to make, execute, deliver and perform this Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and approved by all required corporate action of Group. This Agreement has been duly executed and delivered by Group and is a valid and binding obligation of Group enforceable against Group, in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.
Existence and Good Standing; Power and Authority. The Purchaser is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization. The Purchaser has the requisite power and authority to execute and deliver the Documents to which it is a party and perform its obligations thereunder. Each of the Documents to which it is a party has been duly authorized and approved by the Purchaser, and assuming due execution by the other parties thereto is a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws effecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding brought in equity or law).
Existence and Good Standing; Power and Authority. The ------------------------------------------------ Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The Purchaser has the requisite power and authority to execute and deliver this Agreement and perform its obligations thereunder. This Agreement has been duly authorized and approved by the Purchaser, and assuming due execution by the other parties thereto is a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding brought in equity or law).
Existence and Good Standing; Power and Authority. AP Holdings is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. AP Holdings has the corporate power and authority to enter into, execute and deliver this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement by AP Holdings have been duly authorized and approved by its Board of Directors and no other corporate action is necessary to authorize the execution, delivery and performance of this Agreement by AP Holdings. This Agreement has been duly executed and delivered by AP Holdings and, assuming the due execution and delivery hereof by ASP, this Agreement constitutes a valid and binding obligation of AP Holdings, enforceable against AP Holdings in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws effecting the enforcement of creditors' rights generally and to general equitable principles.
Existence and Good Standing; Power and Authority. Each of FAFCO and FAFCOSUB is a corporation duly organized, validly existing and in good standing under the laws of the State of California and the State of Delaware, respectively. Each of FAFCO and FAFCOSUB has the corporate power and authority to enter into, execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized and approved by all required corporate action of FAFCO and FAFCOSUB and constitutes the legal, valid and binding obligation of FAFCO and FAFCOSUB and is enforceable against FAFCO and FAFCOSUB in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency or similar laws and equitable principles relating to or affecting the rights of creditors generally from time to time in effect.
Existence and Good Standing; Power and Authority. Holdco is a corporation duly incorporated and validly existing under the laws of the State of Delaware. Enginetics is duly incorporated and validly existing under the laws of the State of Ohio. Each of Holdco and Enginetics has all necessary corporate power and authority to own, operate, use or lease the properties and assets now owned, operated, used or leased by it and to carry on its business as it is currently conducted. Each of Holdco and Enginetics is duly licensed or qualified to do business and is in good standing (or its equivalent) in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.
