Existence, Good Standing and Power. Such Purchaser (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, incorporation or formation, and (ii) has the requisite power and authority to enter into and perform its obligations under this Agreement.
Existence, Good Standing and Power. The Issuer, each of the Guarantors, and each of their Subsidiaries as of the SixthSeventh Amendment Effective Date (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization as identified in Schedule 3.1(l); (ii) has the requisite corporate power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted and to enter into, deliver and perform its obligations under this Agreement; (iii) is duly licensed or qualified to conduct its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, except, with respect to this clause (iii), where the failure to be in good standing would not reasonably be expected to have a Material Adverse Effect; and (iv) the Israeli Guarantor is not a “company in breach” (“hevrah meferah”), as such term is defined in the Israeli Companies Law, and neither has received a notice that it is expected to be registered as such. Schedule 3.1(l) also correctly sets forth a fully diluted capitalization table of Airspan and its respective Subsidiaries as of the Fourth Amendment Effective Date showing all Equity Interests held in Airspan and each of its Subsidiaries, as well as, the legal name and jurisdiction of formation or organization for each such Person.
Existence, Good Standing and Power. Each Purchased Entity and each Seller is an entity duly organized, validly existing and in good standing under the laws of the state of or jurisdiction of its organization, formation or incorporation. Each of the Purchased Entities and the Sellers is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the character of its properties or assets (including the real property) or the operation of the Business so require except to the extent failure to be so qualified or licensed would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Each of the Purchased Entities and the Sellers has all requisite corporate, partnership or limited liability company power and authority to own, lease and operate the assets owned by it, to carry on, in all material respects, the Business and, subject to entry of the Sale Order, to execute and deliver this Agreement and the Related Documents and to perform its respective obligations hereunder and thereunder. Schedule 5.1 sets forth a complete list of the Governance Documents of each of the Purchased Entities in effect as of the date hereof.
Existence, Good Standing and Power. Buyer is corporation validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate the property it now owns, leases and operates. Buyer has all requisite limited liability company power and authority to conduct its business as presently conducted, to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Buyer pursuant hereto and to perform its obligations hereunder and thereunder. Buyer is duly authorized to transact business as a foreign corporation, and is in good standing, in the states in which the Business is proposed to be conducted by Buyer.
Existence, Good Standing and Power. Buyer is a corporation validly existing and in good standing under the Laws of the State of Nebraska and has all requisite power and authority to own, lease and operate the property it now owns, leases and operates. Buyer has all requisite power and authority to conduct its business as presently conducted, to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Buyer pursuant hereto and to perform its obligations hereunder and thereunder.
Existence, Good Standing and Power. Each Seller and Operating Subsidiary is a corporation validly existing and in good standing under the laws of the state of its incorporation, and has all requisite power and authority to own, lease and operate the Acquired Assets to be sold hereunder and to carry on its business as presently conducted. Each Seller and Operating Subsidiary is qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction where the nature of the business conducted by it or the properties owned or leased by it requires qualification, except where the failure to be so qualified, licensed or in good standing would not reasonably be expected to have a Material Adverse Effect. Each Seller has all requisite power and authority (a) to execute and deliver this Agreement and the other Transaction Documents and (b) subject to entry of the Sale Order, to perform its obligations hereunder and thereunder.
Existence, Good Standing and Power. Buyer is a corporation validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate the property it now owns, leases and operates. Buyer has all requisite power and authority to conduct its business as presently conducted, to execute and deliver this Agreement, the Transaction Documents and to perform its obligations hereunder and thereunder. Buyer is duly authorized, qualified and licensed to transact business as a foreign corporation, and is in good standing, in every jurisdiction where the nature of its business conducted by it or the properties owned or licensed by it requires qualification, except where that failure would not have a material adverse effect on Buyer or its business, or the consummation of the transactions contemplated by this Agreement.
Existence, Good Standing and Power. Each Seller is a corporation duly organized and validly existing and in good standing under the laws of the State of Oregon and has all corporate power and all governmental licenses, authorizations, consents, approvals and qualifications required to carry on its business as now conducted and to own and operate its assets as now owned and operated except where, in the aggregate, the failure to have such licenses, authorizations, consents, approvals and qualifications would not have a Material Adverse Effect. Each Seller is duly qualified to do business as a foreign corporation in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary to carry on its business as now conducted, except for those jurisdictions where the failure to be so qualified has not been, and may not reasonably be expected to be, material. SCHEDULE 3.01, sets forth those states in which either Seller is duly qualified to do business and in good standing.
Existence, Good Standing and Power. Buyer is a corporation validly existing and in good corporate standing under the laws of the State of Delaware and EXECUTION COPY has all requisite power and authority to own, lease and operate the property it now owns, leases and operates. Buyer has all requisite power and authority to conduct its business as presently conducted, to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Buyer pursuant hereto and to perform its obligations hereunder and thereunder. Buyer is duly authorized to transact business as a foreign corporation, and is in good corporate standing, in the states in which business is conducted.
Existence, Good Standing and Power. BCCAII is a limited liability company validly existing and in good standing under the laws of the State of Delaware. BCCAII has all requisite limited liability company power and authority to execute and deliver the documents and instruments to be executed and delivered by BCCAII in connection with the sale, assignment, and transfer (the “Assignment”) of securities (the “Securities”) of Diametrics Medical, Inc. (“DMED”) held by BCCAII to Ocean Park and M.A.G Capital, LLC (the “Purchaser”) as described in the letter agreement, dated as of November 21, 2005 (the “Letter Agreement”), among BCCAII and the Purchasers. Capitalized terms used and not defined in this agreement have the meanings set forth in the Letter Agreement.
