Organization and Good. Standing Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has full requisite corporate power and authority to carry on its businesses as it is currently conducted, and to own and operate the properties currently owned and operated by it, and is duly qualified or licensed to do businesses and is in good standing as a foreign corporation authorized to do business in the State of Texas.
Organization and Good. STANDING Buyer is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware.
Organization and Good. STANDING Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Ohio and has full corporate power to own its properties and conduct the business presently being conducted by it.
Organization and Good. Standing Each of the Sellers, except for EC and Gr, is a corporation, duly organized, validity existing, and in good standing under the laws of Italy.
Organization and Good. Standing Each of the Purchaser is a corporation duly organized, validly existing and in good standing under the law of their State of occupation. Each of the Purchaser has all requisite corporate power and authority to enter into and deliver the Master Agreement and this Agreement and to consummate the transactions contemplated hereunder. The execution, delivery and performance by the Purchaser of the Master Agreement, this Agreement, the purchase of Real Property, the purchase of the Business of GCP on a Going Concern Basis, the transfer of the shares of the Companies and of the quotas of the Limited Liability Companies will not result in a breach or a violation of or a default under, the certificate of incorporation or By-Laws of the Purchaser or any agreement or instrument by which they or their properties are bound or any statement, rule, regulation or judgement, injunction, order or decree of any court, governmental or administrative agency to which Purchaser or their assets or property are subject or require the obtaining of any consent, approval or authorization, permit or license from or filing with, any governmental administrative authority or any other person. The Master Agreement, the agreements, deeds and transfers executed thereunder and this Agreement constitute the legal, valid and binding obligations of the Purchaser, enforceable in accordance with their terms.
Organization and Good. Standing Transferor is a congressionally chartered corporation, duly organized, validly existing and in good standing under the laws of the United States. Transferor has the full corporate power and authority to own, lease and operate its properties and assets as presently owned, leased and operated, to carry on its businesses as such businesses are now being conducted and is duly qualified to transact business in each jurisdiction in which the failure to so qualify would adversely affect its businesses.
Organization and Good. Standing Seller is a corporation duly organized, and validly existing under the laws of Washington State. Seller is duly qualified to do business and is in good standing in the jurisdictions set forth in Schedule 4.1, and there are no other jurisdictions where such qualification is required by virtue of (a) the ownership or lease of real or personal property or (b) the nature of the activities or business conducted by the IntelliSense Business, except where the failure to be so qualified would not have a Material Adverse Effect. Except as set forth in Schedule 4.1, Seller does not have, nor has Seller ever had, any subsidiaries. Seller does not own, directly or indirectly, any ownership, equity, profits or voting interest or Asset Purchase Agreement
Organization and Good. Standing Buyer is a limited liability corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Organization and Good. Standing Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Kansas.
Organization and Good. Standing Buyer is a limited liability company duly organized and validly existing under the laws of the Commonwealth of Kentucky, and is qualified and in good standing to transact business in each jurisdiction in which such qualification is required by law. Buyer has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents and to consummate the Transaction.
