Existence; Authorization, Validity and Effect of Agreement. The Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary of the Partnership that is a corporation is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation; each Subsidiary of the Partnership that is a limited liability company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; and each Subsidiary of the Partnership that is a limited partnership is duly organized and validly existing under the laws of the jurisdiction of its formation. Each of the Partnership and its Subsidiaries (a) is duly qualified or licensed as a foreign corporation, limited liability company or limited partnership, as applicable, in each jurisdiction in which its ownership of properties or the conduct of its business requires such qualification or licensing, except for failures to be so qualified or licensed that, individually or in the aggregate, would not have a Partnership Material Adverse Effect, (b) has all requisite corporate, limited liability company or limited partnership, as applicable, power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and conduct its business as now or currently proposed to be conducted, (c) is in compliance with its certificate of incorporation, bylaws, certificate of formation of limited liability company, limited liability company agreement, certificate of limited partnership, partnership agreement or equivalent organizational documents, as applicable, (d) is in compliance with all Laws applicable to it or to which any of its properties are subject, except for such noncompliance as, individually or in the aggregate, would not have a Partnership Material Adverse Effect, and (e) has made all necessary filings with, and has given all necessary notices to, the FCC to the extent required for ownership and use with respect to Globalstar FCC Licenses, except for any failures to file or give such notice that, individually or in the aggregate, would not have a Partnership Material Adverse Effect. Subject to the entry of the Approval Order: (x) each Debtor has the requisite limited partnership, limited liability company or corporate power and authority to execute and deliver this Agreement and all agreements, instruments and documents contemplated hereby to be execute...
Existence; Authorization, Validity and Effect of Agreement. Each of the Company and its Significant Subsidiaries (i) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (to the extent the legal concept of good standing exists in such jurisdiction), (ii) has all requisite corporate or equivalent power and authority to own, operate or lease the properties that it purports to own, operate or lease and to conduct its business as currently conducted and (iii) is duly qualified or licensed as a foreign entity to do business, and is in good standing (to the extent the legal concept of good standing exists in such jurisdiction), in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification or licensing necessary, except in the case of clauses (i) through (iii) to the extent that the failure to be so qualified or in good standing or to possess requisite power and authority would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As of the Effective Date, New Dana will be a corporation duly incorporated, valxxxx existing and in good standing under the laws of the state in which it is incorporated. Subject to the entry of the Approval Order, Confirmation Order and the occurrence of the Effective Date, (a) the Company has and New Dana will have the requisite corporate power and xxxxority to execute and deliver this Agreement and all agreements and documents contemplated hereby to be executed and delivered by it, and, subject to entry of the Confirmation Order and the expiration, or waiver by the Bankruptcy Court, of the 10-day period set forth in Rules 6004(h) and 3020(e) of the Federal Rules of Bankruptcy Procedure, respectively, to perform its obligations hereunder and thereunder, including the issuance of the Rights and Series B Preferred, (b) this Agreement and the consummation by the Company and New Dana of the transactions contemplated hereby have xxxn (or, in the case of New Dana, will be on or prior to the Effective Date) xxxx authorized by all requisite corporate action and, (c) this Agreement has been duly and validly executed and delivered by the Company and constitutes, and the Shareholders Agreement and the Registration Rights Agreements (together with this Agreement, referred to collectively as the "Transaction Documents") contemplated hereby to be executed and delivered by New Dana (when executed and delivered p...
Existence; Authorization, Validity and Effect of Agreement. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and to execute and deliver all agreements, instruments and documents contemplated hereby to be executed and delivered by it. This Agreement and the consummation by Purchaser of the transactions contemplated hereby have been duly authorized by all requisite action. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except that (a) such enforceability may be subject to applicable bankruptcy, insolvency or other similar Laws now or hereafter in effect affecting creditors’ rights generally and (b) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.
Existence; Authorization, Validity and Effect of Agreement. Each of Blyth and ViSalus is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite corporate power and authority to execute and deliver this Agreement, the Transition Services Agreement and the Debt Commitments and the other agreements or documents referred to herein or therein or contemplated hereby or thereby (the “Transaction Documents”) to be executed and delivered by each of them. This Agreement and the consummation by each of Blyth and ViSalus of the Transactions have been duly authorized by all requisite corporate action. This Agreement and the Transaction Documents to which each of Blyth and ViSalus are parties have been duly and validly executed and delivered by Blyth and ViSalus, respectively, and constitute the valid and binding obligations of each of them, enforceable against them in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) (collectively, the “Bankruptcy Exception”). Copies of ViSalus’ articles of incorporation and bylaws are attached hereto as Exhibit E and Exhibit F respectively.
Existence; Authorization, Validity and Effect of Agreement. Such Series B Holder, if an entity, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Such Series B Holder, if an entity, has the requisite power and authority to execute and deliver this Agreement and all Transaction Documents contemplated hereby to be executed and delivered by it. Such Series B Holder, if an individual, has the capacity to execute and deliver this Agreement and all Transaction Documents contemplated hereby to be executed and delivered by it. This Agreement and the consummation by such Series B Holder of the Transactions have been duly authorized by all requisite action, if applicable. This Agreement and the other Transaction Documents to which such Series B Holder is a party have been duly and validly executed and delivered by such Series B Holder and constitute the valid and binding obligations of such Series B Holder, enforceable against such Series B Holder in accordance with their respective terms, subject to the Bankruptcy Exception.
Existence; Authorization, Validity and Effect of Agreement. New Valley is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. New Valley has all requisite corporate power and authority to execute and deliver this Agreement and all agreements, instruments and documents contemplated hereby to be executed and delivered by it. This Agreement and the consummation by New Valley of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action. This Agreement constitutes the valid and binding obligation of New Valley, enforceable against it in accordance with its terms, except that (a) the enforceability hereof may be subject to applicable bankruptcy, insolvency or other similar Laws now or hereinafter in effect affecting creditors’ rights generally and (b) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.
Existence; Authorization, Validity and Effect of Agreement. Purchaser is a corporation duly formed, validly existing and in good standing under the laws of the State of New York. Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby and thereby to be executed by it. This Agreement and the consummation by Purchaser of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action. This Agreement constitutes, and all Transaction Documents contemplated hereby to be executed and delivered by Purchaser (when executed and delivered pursuant hereto) will constitute, the valid and binding obligations of Purchaser, enforceable against it in accordance with their respective terms, except that (i) the enforceability hereof and thereof may be subject to applicable bankruptcy, insolvency or other similar laws now or hereinafter in effect affecting creditors' rights generally, (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought, and (iii) rights to indemnification may be limited by public policy considerations.
Existence; Authorization, Validity and Effect of Agreement. Centerbridge is a limited partnership and Purchaser is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. Purchaser is a Subsidiary of Centerbridge. Centerbridge and Purchaser have all requisite power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby and thereby to be executed by it. This Agreement and the consummation by Centerbridge and Purchaser of the transactions contemplated hereby have been duly and validly authorized by all requisite action. This Agreement constitutes, and all Transaction Documents contemplated hereby to be executed and delivered by Centerbridge or Purchaser (when executed and delivered pursuant hereto) will constitute, the valid and binding obligations of Centerbridge or Purchaser, as the case may be, enforceable against each of them in accordance with their respective terms.
Existence; Authorization, Validity and Effect of Agreement. Appaloosa is a limited partnership and Purchaser is a ________ duly [formed], validly existing and in good standing under the laws of the State of Delaware. Purchaser is a Subsidiary of Appaloosa. Appaloosa and Purchaser have all requisite power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby and thereby to be executed by it. This Agreement and the consummation by Appaloosa and Purchaser of the transactions contemplated hereby have been duly and validly authorized by all requisite action. This Agreement constitutes, and all Transaction Documents contemplated hereby to be executed and delivered by Appaloosa or Purchaser (when executed and delivered pursuant hereto) will constitute, the valid and binding obligations of Appaloosa or Purchaser, as the case may be, enforceable against each of them in accordance with their respective terms.
