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 duly formed limited liability company 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 materially impair 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 presently proposed to be conducted and to enter into and carry out the purchase and sale of the Purchased Securities and the other transactions contemplated by this Agreement and each of the Ancillary Agreements to which Buyer is party.
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. The Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby.
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. The NESCO Owner is a Delaware limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full limited partnership power and authority to enter into this Agreement and perform its obligations hereunder.
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. Upon signing the Merger Agreement, TXU Gas is a corporation, duly organized, validly existing and in good standing under the laws of Texas, and upon Closing, TXU Gas will be a limited partnership, duly organized and validly existing under the laws of the State of Texas. TXU Gas is duly qualified to do business and is in good standing in Texas, the only jurisdiction in which qualification to do business is required. TXU Gas has full power and authority to carry on its business and to execute and deliver and carry out the transactions contemplated by this Agreement. Upon signing the Merger Agreement, TXU Parent owns beneficially and of record all of the issued and outstanding common stock of TXU Gas. Upon the Conversion and at Closing, TXU Parent will own beneficially, through its beneficial and record ownership of DECo and TXCo, all of the partnership interests in TXU Gas. TXU Gas does not own any equity interest in any Person other than: (i) the Excluded Subsidiaries; (ii) subsidiaries of the Excluded Subsidiaries; and (iii) the subsidiary formed before Closing and referred to as ‘HoldCo’ in Section 8 of the Amendment.”
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.
