Organization and Entity Power. The Seller is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full limited liability company power and authority to enter into this Agreement and perform its obligations hereunder.
Organization and Entity Power. Buyer is a corporation validly existing and in good standing under the laws of the State of Delaware. Buyer is qualified to do business in every jurisdiction in which the ownership of its properties or the conduct of its business requires it to be so qualified, except in such jurisdictions where the failure to be so qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby. Buyer possesses all requisite power and authority and all necessary Permits to own and operate its properties, to carry on its business as now conducted and presently proposed to be conducted and to enter into and carry out the purchase and sale of the Purchased Units and any of the other transactions contemplated by this Agreement and each of the Ancillary Agreements to which Buyer is party.
Organization and Entity Power. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller possesses all requisite power and authority necessary to enter into this Agreement and each of the Ancillary Agreements to which Seller is a party, to perform its obligations hereunder and thereunder and to carry out the sale of the Purchased Interests and all of the other transactions contemplated hereby and thereby.
Organization and Entity Power. The Cision Owner is a Cayman Islands exempted limited partnership duly organized, validly existing and in good standing under the Laws of the Cayman Islands, with full limited partnership power and authority to enter into this Agreement and perform its obligations hereunder.
Organization and Entity Power. Such Blocker is a corporation validly existing and in good standing under the Laws of the State of Delaware. Such Blocker possesses all requisite power and authority necessary to enter into and carry out the transactions contemplated by this Agreement and each of the Ancillary Agreements to which such Blocker is a party, except where the failure to have such power or authority would not reasonably be expected to have a material adverse effect on the ability of such Blocker to consummate the transactions contemplated hereby or thereby.
Organization and Entity Power. Such Buyer Entity is duly organized, validly existing and in good standing under the laws of the State of Delaware. Such Buyer Entity is qualified to do business in every jurisdiction in which the ownership of its properties or the conduct of its business requires it to be so qualified, except in such jurisdictions where the failure to be so qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the ability of such Buyer Entity to consummate the transactions contemplated hereby. Such Buyer Entity possesses all requisite power and authority and all necessary Permits to own and operate its properties, to carry on its business as now conducted and presently proposed to be conducted, and to enter into and carry out the transactions contemplated by this Agreement and each of the Ancillary Agreements to which such Buyer Entity is a party.
Organization and Entity Power. Buyer is a an Illinois limited liability company validly existing and in good standing under the laws of the State of Illinois. Buyer is qualified to do business in every jurisdiction in which the ownership of its properties or the conduct of its business requires it to be so qualified, except in such jurisdictions where the failure to be so qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby. Buyer possesses all requisite power and authority and all necessary Permits to own and operate its properties, to carry on its business as now conducted and presently proposed to be conducted and to enter into and carry out the purchase and sale of the Company Shares and any of the other transactions contemplated by this Agreement and each of the Ancillary Agreements to which Buyer is party.
Organization and Entity Power. Buyer is a corporation validly existing and in good standing under the laws of the State of North Carolina. Buyer is qualified to do business in every jurisdiction in which the ownership of its properties or the conduct of its business requires it to be so qualified, except in such jurisdictions where the failure to be so qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby. Buyer possesses all requisite power and authority to own and operate its properties, to carry on its business as now conducted and to enter into and carry out the purchase of the Purchased Interests and any of the other transactions contemplated by this Agreement and each of the Ancillary Agreements to which Buyer is a party.
Organization and Entity Power. Holdings is a public limited company duly organized, validly existing and in good standing under the Laws of the Island of Jersey, with full power and authority to enter into this Agreement and perform its obligations hereunder. Jersey Merger Sub is a private limited company duly organized, validly existing and in good standing under the Laws of the Island of Jersey, with full power and authority to enter into this Agreement and perform its obligations hereunder. Delaware Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of Delaware, with full corporate power and authority to enter into this Agreement and perform its obligations hereunder.
Organization and Entity Power. If such Seller is not an individual, such Seller (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, as applicable, and (b) has the requisite power, right and authority to enter into this Agreement and perform its obligations hereunder. If such Seller is an individual, such Seller is competent to enter into and deliver and perform his or her obligations under this Agreement.
