Existence, Good Standing and Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. The Company has the power to own its properties and to carry on its businesses as now being conducted. The Company is duly qualified to do business in all jurisdiction(s) in which the character or location of the properties owned or leased by it or the nature of the businesses conducted by it makes such qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect on the Company Businesses. The Company has full legal right, power and authority to execute and deliver this Agreement and the Acquisition Documents, to perform its obligations hereunder and thereunder, and, subject to obtaining the consents disclosed on Schedules 3.11(a), 3.11(b) and 3.23(b) attached hereto, to sell, assign, transfer, convey and deliver the Company Assets pursuant hereto and thereto. The Company has provided to Purchaser true and complete copies of all of its Organizational Documents.
(b) The Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey. The Subsidiary has the power to own its properties and to carry on its businesses as now being conducted. The Subsidiary is duly qualified to do business in all jurisdiction(s) in which the character or location of the properties owned or leased by it or the nature of the businesses conducted by it makes such qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect on the Subsidiary. The Subsidiary has full legal right, power and authority to execute and deliver this Agreement and the Acquisition Documents, to perform its obligations hereunder and thereunder, and, subject to obtaining the consents disclosed on Schedules 3.11(a), 3.11(b) and 3.23(b) attached hereto, to sell, assign, transfer, convey and deliver the Subsidiary Assets pursuant hereto and thereto. The Subsidiary has provided to Purchaser true and complete copies of all of its Organizational Documents.
Existence, Good Standing and Authority. Each of Vision 21, Block Vision, MEC, Vision 21-Tampa Bay, Vision 21-Wisconsin and TCOL is a corporation duly organized, validly existing and in good standing under the laws of its respective state of incorporation. Each of Vision 21, Block Vision, MEC, Vision 21-Tampa Bay, Vision 21-Wisconsin and TCOL has the power to own its respective properties and to carry on its respective businesses as now being conducted. Each of Vision 21, Block Vision, MEC, Vision 21-Tampa Bay, Vision 21-Wisconsin and TCOL is duly qualified to do business in all jurisdiction(s) in which the character or location of the properties owned or leased by it or the nature of the businesses conducted by it makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on such company. Each of Vision 21, Block Vision, MEC, Vision 21-Tampa Bay, Vision 21-Wisconsin and TCOL has full legal right, power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to sell, assign, transfer, convey and deliver the Owned Optometric Equipment pursuant hereto.
Existence, Good Standing and Authority. Each of ECCA, Visionworks and Enclave is a corporation duly organized, validly existing and in good standing under the laws of its respective state of incorporation. Each of ECCA, Visionworks and Enclave has the power to own its respective properties and to carry on its respective businesses as now being conducted. Each of ECCA, Visionworks and Enclave is duly qualified to do business in all jurisdiction(s) in which the character or location of the properties owned or leased by it or the nature of the businesses conducted by it makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on such company. Each of ECCA, Visionworks and Enclave has full legal right, power and authority to execute and deliver this Agreement, to perform its obligations hereunder.
Existence, Good Standing and Authority. Each Loan Party is duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization (such jurisdictions being identified on Schedule 8.3, as supplemented and modified in writing from time to time to reflect any changes to such Schedule as a result of transactions permitted by the Loan Documents). Except where the failure to do so would not reasonably be expected to constitute a Material Adverse Event, each Loan Party is duly qualified to transact business and is in good standing in each jurisdiction where the nature and extent of its business and properties require the same. No authorization, consent, approval, waiver, license, or formal exemptions from, nor any filing, declaration, or registration with, any Governmental Authority (federal, state, or local), non-governmental entity, or Person under the terms of contracts or otherwise, is required by reason of or in connection with the execution and performance of the Loan Documents by the Loan Parties.
Existence, Good Standing and Authority. Each Company is duly organized, validly existing, and (so long as applicable to the respective jurisdiction) in good standing under the Laws of its jurisdiction of organization (such jurisdictions being identified on SCHEDULE 8.3, as supplemented in writing from time to time by an amendment to that Schedule delivered by Borrower to Administrative Agent to reflect any changes to such Schedule as a result of transactions permitted by the Loan Documents). Except where the failure to do so could not reasonably be expected to constitute a Material Adverse Event, each Company is duly qualified to transact business and (so long as applicable to the respective jurisdiction) is in good standing in each jurisdiction where the nature and extent of its business and properties require the same. Except where the failure to do so could not reasonably be expected to constitute a Material Adverse Event, each Company possesses all requisite authority and power to conduct its business as is now being conducted and as proposed under the Loan Documents to be conducted and to own and operate its business as now owned and operated and as proposed to be owned and operated.
Existence, Good Standing and Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation. Seller has the power to own its properties and to carry on its business as now being conducted. Seller is duly qualified to do business in all jurisdiction(s) in which the character or location of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect. Exhibit A sets forth each operating location of the Business. Seller has provided to Purchaser true and complete copies of all of the Organizational Documents of Seller.
Existence, Good Standing and Authority. 1838 is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 1838 has the power to own its property and to carry on its business as now being conducted. 1838 is duly qualified to do business in Pennsylvania, which is the only jurisdiction in which the character or location of the properties owned or leased by 1838 makes such qualification necessary. The execution, delivery and performance of this Agreement by 1838 and all of the documents and instruments required by this Agreement to be executed by 1838 are within the corporate power of 1838 and have been duly authorized by the Board of Directors. 1838, L.P. is a Delaware limited partnership, governed by the provisions of the Delaware Revised Uniform Limited Partnership Act and has the power to own its property and carry on its business as now being conducted. To the extent required by applicable law, 1838, L.P. is qualified to do business in Pennsylvania. The Limited Partnership Agreement remains in full force and effect and has not been amended or modified. 1838 and X. Xxxxxxx Xxxxx are the only partner's in 1838, L.P.
Existence, Good Standing and Authority. Each of Seller and HMP is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation. Each of Seller and HMP has the power to own its properties and to carry on its business as now being conducted. Seller is duly qualified to do business in all jurisdiction(s) in which the character or location of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect. Schedule 3.3 sets forth each operating location of Seller and each jurisdiction in which the Seller is qualified to do business.
Existence, Good Standing and Authority. SiTech is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California, and is qualified to conduct business as a foreign limited liability company in all jurisdictions in which such qualification is required. SiTech has all necessary power and authority and has taken all actions necessary to enter into this Agreement, the Supply Agreement, the License and Technology Transfer Agreement, and to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder, and no other actions or proceedings on the part of SiTech are necessary to authorize this Agreement, the Supply Agreement or the License and Technology Transfer Agreement, or to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Supply Agreement and the License and Technology Transfer Agreement has been duly and validly executed and delivered by SiTech, and constitutes a legal, valid and binding obligation of SiTech, enforceable against SiTech in accordance with its terms, except as enforcement may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights generally. Neither the execution or delivery of this Agreement, the Supply Agreement or the License and Technology Transfer Agreement, nor the consummation of the transactions contemplated hereby or thereby or performance hereunder or thereunder, will violate the terms of the Articles of Organization or Operating Agreement of SiTech.
Existence, Good Standing and Authority. Original certificates of existence and good standing, dated not more than 10 days prior to the date hereof, as applicable from appropriate officials of each Loan Party's respective state of incorporation and certificates of good standing and authority to do business, dated not more than 10 days prior to Effective Date, from appropriate officials of any and all jurisdictions where each Loan Party's property or business makes qualification to transact business therein necessary and where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect.
