Good Standing; Power. The Company (i) is a corporation validly existing and in good standing under the laws of its jurisdiction of incorporation and (ii) is duly authorized, qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where such authorization, qualification or licensure is required, except for the purposes of clause (ii) above, where the failure to be so authorized, qualified or licensed could not reasonably be expected to have a material adverse effect on the Company, its business or assets. The Company has the corporate power and authority to (A) own or lease and to operate its properties and assets (including the Licenses) as and where currently owned, operated and leased and (B) carry on its business as currently conducted.

Good Standing; Power. Etc. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the state of California. Purchaser has all requisite corporate power and authority to execute, deliver and perform this Agreement. Purchaser has all requisite corporate power and authority to consummate the transactions contemplated by this Agreement.

Good Standing; Power. Seller is a limited liability company, validly existing and in good standing under Laws of the State of Texas, and has full company power and authority to own, operate or lease the properties and assets now owned, operated, or leased by it and to carry on the Business as currently conducted and as currently contemplated to be conducted by Seller. Seller is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary, except where failure to be so qualified, licensed or in good standing would not individually or in the aggregate, have a Material Adverse Effect. Schedule ‎5.1 sets forth: (a) each jurisdiction in which Seller is licensed or qualified to do business; (b) each jurisdiction in which Seller is registered and required to collect sales taxes; and (c) each jurisdiction in which Seller has obtained or received any Permit or license from any Governmental Authority.

Good Standing; Power. 28 9.2 Authorization. . . . . . . . . . . . . . . . . . . . . . . . 28 9.3

Good Standing; Power. Seven-Up is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own the Seven-Up Assets, to lawfully carry on its business as now being conducted and to make, execute, deliver and perform this Agreement and all contracts and documents to be executed in connection herewith.

Related to Good Standing; Power

Organization, Good Standing, Power Purchaser is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has all requisite corporate power and authority to own and lease the Purchased Assets, to carry on the Business and to execute and deliver this Agreement and the Ancillary Agreements to which Purchaser is a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it.
Organization, Good Standing, Power, Etc The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. This Agreement and the Other Buyer Agreements and the transactions contemplated hereby and thereby have been duly approved by all requisite corporate action. The Buyer has full corporate power and authority to execute, deliver and perform this Agreement and the Other Buyer Agreements, and this Agreement constitutes, and the Other Buyer Agreements will when executed and delivered constitute, the legal, valid and binding obligations of the Buyer, and shall be enforceable in accordance with their respective terms against the Buyer.
Good Standing The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
Good Standings To deliver to the Initial Purchasers on the Closing Date satisfactory evidence of the good standing of the Company and the Guarantors in their respective jurisdictions of organization and the good standing of the Company and the Subsidiaries in such other jurisdictions as the Initial Purchasers may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.
Organization and Good Standing; Power and Authority Each Ventas Entity and each Significant Subsidiary (A) is a corporation, partnership, limited liability company or real estate investment trust duly organized and validly existing under the laws of the jurisdiction of its organization, (B) has all requisite corporate, partnership, limited liability company or trust power and authority necessary to own its property and carry on its business as described in the Disclosure Package and the Prospectus, and (C) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary, except for any failures to be so qualified and in good standing that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.
Existence; Good Standing It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all requisite power and authority to own and operate its properties and to conduct its business, as conducted and planned to be conducted as of the date hereof.
Organization; Good Standing The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Organization, Good Standing, Etc Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrowers, to make the borrowings hereunder, and to execute and deliver each Loan Document to which it is a party, and to consummate the transactions contemplated thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect.
Due Organization; Good Standing The Company is duly created, validly existing and in good standing as a statutory trust under the laws of the State of Delaware.
Organization; Good Standing; Qualification The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”).

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