Existence and Power; Consents. The Borrower is a limited liability company duly formed and validly existing and in good standing under the laws of Delaware. Each of the Borrower’s chief place of business, its chief executive office and the office in which the Borrower maintains its books and records are located in the address set forth on the signature pages hereof. The Borrower has all powers and authority and all material governmental licenses, authorizations, consents and approvals required to own its property and assets and carry on its business as now conducted or as it presently proposes to conduct it, and to enter into and perform its obligations pursuant to this Agreement and the other Loan Documents to which it is a party, and has been duly qualified and is in good standing (or the equivalent certification) in each jurisdiction in which the failure to be so qualified and/or in good standing (or the equivalent certification) is likely to have a Material Adverse Effect.
Existence and Power; Consents. 3.2 Valid and Enforceable Agreement; Authorization
Existence and Power; Consents. (a) Each Seller has the corporate, partnership, limited liability company or other organizational power and authority, as applicable, to execute and deliver this Agreement and any Related Agreement to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. Each Seller has the requisite corporate, partnership, limited liability company or other organizational power and authority, as applicable, to transfer the Purchased Assets owned by such Seller, to assign the Assumed Liabilities of such Seller and to consummate the transactions contemplated hereby.
