Organization and Capacity. Contributor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of New York.
Organization and Capacity. Buyer is a company duly incorporated and existing in accordance with the Laws of Brazil. Buyer has full capacity to: (a) enter into this Agreement and all documents which performance is established herein; and (b) fulfill the obligations assumed herein and perform the operations set out in this Agreement and in the Transaction Documents. Execution and formalization of this Agreement and the other Transaction Documents by Buyer and the fulfillment of their respective obligations have been duly approved and authorized by all necessary own acts, including corporate approvals, where applicable. No other measure, act, consent, authorization of any Governmental Authority, approval or action with any Person, Judgment, Governmental Authority or Regulator or any third party is required to authorize Buyer's signature, formalization and performance of this Agreement.
Organization and Capacity. It and each Subsidiary (if applicable):
(a) is a corporation duly incorporated, amalgamated or continued, or an entity duly formed, and is validly existing under the Laws of its respective jurisdiction of incorporation, amalgamation, continuation or formation;
(b) has the requisite corporate (or in the case of a non-corporate entity, other legal) power and capacity to own its assets as now owned and to carry on its business as it is now being carried on; and
(c) is duly registered or otherwise qualified or authorized to do business and, to the extent such concept is legally recognized, is in good standing in each jurisdiction in which the nature of its assets, or the nature of its activities, makes such registration, authorization or qualification necessary.
Organization and Capacity. Seller is a C corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.
Organization and Capacity. Middle Bay is duly organized, validly existing and in good standing under the Laws of the State of Alabama as a corporation, Bison is duly organized, validly existing and in good standing under the laws of the State of Kansas and Shore is duly organized, validly existing and in good standing under the laws of the State of Texas. Bison and Shore are wholly owned subsidiaries of Middle Bay. Borrowers have the corporate capacity and authority to enter into this Agreement, the Convertible Note and the Security Instruments and to perform and carry out the terms and provisions hereof.
Organization and Capacity. Buyer is an corporation with legal capacity to enter into this Agreement under the laws under the State of Florida.
Organization and Capacity. (a) If such Seller is a corporation, trust or estate, such Seller is validly existing and in good standing under the Laws of the jurisdiction of its formation, and each such Seller (and, in the case of any Seller that is a trust or estate, such Seller’s trustee(s) or liquidator, as applicable) has all requisite power and authority to own, lease and operate its assets and carry on its business as currently conducted, to execute and deliver this Agreement and any Ancillary Agreements to which such Seller is a party, to perform such Seller’s obligations hereunder and thereunder and to consummate the transactions contemplated herein and therein.
(b) If such Seller is a natural person, such Seller has the legal capacity to execute and deliver this Agreement and any Ancillary Agreement to which such Seller is a party, to perform such Seller’s obligations hereunder and thereunder and to consummate the transactions contemplated herein and therein.
Organization and Capacity. 1.1.1 For a Shareholder which is an entity other than a trust, such Shareholder
(i) is an entity duly organized, validly existing and in good standing under the laws of the state of its formation and (ii) has all necessary corporate power and corporate authority to carry on its business, and to own or use the properties and assets that it purports to own or use.
1.1.2 For a Shareholder which holds shares as a trustee of a trust, such trust
(i) is in full force and effect, (ii) has not taken, and no other Person has taken, any action to effect a termination, liquidation, or bankruptcy of such trust and (iii) has only the trustee listed on the signature page hereto, which trustee has been duly appointed.
1.1.3 For a Shareholder which is an individual, such Shareholder (i) is mentally competent and in all respects of sound mind, (ii) has not been deprived of his civil rights, (iii) is over the age of twenty-one (21), (iv) is used to managing his financial affairs, (v) has not had a conservator or guardian appointed for him pursuant to a court order, and (vi) is familiar with and fully understands the nature, purpose and effect of this Agreement and each Transaction Document and the Transactions.
Organization and Capacity. ASSI is a corporation duly organized, validly existing and in good standing under the laws of the State of Montana and INOCO is a corporation duly organized, validly existing and in good standing under the laws of the State of North Dakota. Each of Sellers is (i) duly qualified to transact business as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (ii) in compliance with all Requirements of Law, except to the extent that the failure to be in good standing, to qualify as a foreign corporation or to comply with such requirements would not, individually or in the aggregate with all such other failures, have a Material Adverse Effect. Each of Sellers has the corporate power and authority and the legal right to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is engaged, except to the extent the failure to have such power, authority or legal right would not, individually or in the aggregate with all such other failures, have a Material Adverse Effect. Each of Sellers has all requisite corporate power and authority to enter into and deliver this Agreement and the other agreements contemplated hereby and to perform its obligations hereunder and thereunder. Each of Sellers has heretofore delivered to Purchaser accurate and complete copies of its Articles of Incorporation and By-laws as currently in effect.
Organization and Capacity. Seller (i) is a limited partnership duly organized, validly existing and in good standing under the laws of the state of Delaware, and (ii) has all necessary partnership power and corporate authority to carry on its business as it has been and is currently conducted, and to own, operate or use the properties and assets that it now owns, operates or uses.
