Existence and Organization. The Purchaser is a corporation duly incorporated or organized and validly existing under the laws of Mauritius. The Purchaser has full corporate power and authority to execute and deliver this Agreement, perform its obligations hereunder, and consummate the Contemplated Transaction.
Existence and Organization. (a) Express is a corporation duly organized, validly existing and in good standing under the laws of the state of Indiana and Seller is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the conduct of the Business by it requires it to be so qualified as evidenced by certificates of good standing issued by each such jurisdiction. There are no agreements affecting Express' corporate governance other than the Articles of Incorporation and Bylaws.
(b) Logistics is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Indiana and is duly qualified to do business and is in good standing as a foreign limited liability company in each jurisdiction where the conduct of the Business by it requires it to be so qualified as evidenced by certificates of good standing issued by each such jurisdiction. There are no agreements affecting Logistics' governance other than the Articles of organization and Operating Agreement.
Existence and Organization. Each of KBMC and KBMC Management, L.P., the general partner of KBMC, is a limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation. KBMC GP, Inc., the general partner of KBMC Management, L.P., is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. KBMC GP, Inc. has the requisite corporate power to execute and deliver this Agreement and the other Seller Documents on behalf of KBMC and to carry out the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the other Seller Documents by KBMC GP, Inc. have been duly authorized by all necessary action on the part of KBMC GP, Inc., and this Agreement and other Seller Documents constitute the legal, valid and binding obligation of KBMC, enforceable against KBMC in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application affecting the enforcement of creditors' rights generally.
Existence and Organization. Buyer was duly organized under the Laws of the Federative Republic of Brazil and has powers to conduct its activities, as and to the extent that they have been conducted to date, as well as to hold, use and dispose of its assets and properties.
Existence and Organization. (a) Each of Transtar and the Transtar Companies is a corporation duly incorporated, validly existing and in good standing under the law of the state of its incorporation and is duly qualified and in good standing as a foreign corporation in each jurisdiction where such qualification is required to carry out its obligations hereunder or where the failure to be so qualified would result in a material adverse effect on the business, properties, financial condition or results of operations (a "Material Adverse Effect") of the Transtar Companies, taken as a whole. For purposes of this Agreement, "Material Adverse Effect" shall not include effects resulting from (i) changes in laws and regulations impacting the transportation industry generally, or (ii) except with respect to Section 11.1.4(b) and 11.2.4(b), the impact on Transtar or any of the Transtar Companies business of the loss or reduction of any customer or supplier relationship, other than USX or an affiliate (as such term is defined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended) or the resignation of any employee resulting from the transactions contemplated by this Agreement.
Existence and Organization. USX is a corporation duly incorporated, validly existing and in good standing under the law of the State of Delaware and is duly qualified and in good standing as a foreign corporation in each jurisdiction where such qualification is required to carry out its obligations hereunder.
Existence and Organization. Holdings is a limited partnership duly formed, validly existing under the law of the State of Delaware and is duly qualified and in good standing as a foreign limited partnership in each jurisdiction where such qualification is required to carry out its obligations hereunder.
Existence and Organization. It is, in each case, the type of institution, and duly organized under the laws of the jurisdiction, set forth in Item 7.
Existence and Organization. The Borrower and Wireless are corporations duly organized, validly existing and in good standing under the laws of the State of Ohio. Each Subsidiary of the Borrower is duly organized, validly existing and in good standing under the laws of the state of its formation. The Borrower, each Subsidiary of the Borrower and Wireless are duly qualified or licensed and in good standing as foreign entities authorized to do business in each jurisdiction where the failure to be so qualified or licensed would have a Material Adverse Effect on the Borrower or Wireless, as the case may be.
Existence and Organization. (a) Each of USX and the Subject Companies is a corporation duly incorporated validly existing and in good standing under the law of the state of its incorporation and is duly qualified and in good standing as a foreign corporation in each jurisdiction where such qualification is required to carry out its obligations hereunder or where the failure to be so qualified would result in a material adverse effect on the -2- business, properties, financial condition or results of operations of the Subject Companies, taken as a whole. For purposes of this Agreement, "material adverse effect" shall not include effects resulting from (i) changes in general economic or business conditions or in the gas industry specifically, (ii) changes in laws and regulations impacting the gas industry generally or (iii) the impact on the Company's business of the loss or reduction of any customer or supplier relationship or the resignation of any employee resulting from the transactions contemplated by this Agreement.
(b) USX has previously delivered to Buyer complete and accurate copies of the Certificate of Incorporation, By-laws or other constituent document of each of the Subject Companies (the "Constituent Documents"). No amendments or modifications thereto have been adopted or are contemplated and each remains in full force and effect on the date hereof.
(c) None of the Subject Companies is the subject of any voluntary or involuntary bankruptcy, liquidation, reorganization, or dissolution and none is contemplated.
(d) The authorized capital stock of each of the Subject Companies is as set forth in the Constituent Documents and the number of shares outstanding for each Subject Company as of the date hereof is set forth in Attachment I. There are no options, warrants, or other rights outstanding obligating any of the Subject Company's to issue any shares of its capital stock.
