Organization and Good Standing; Authority. Seller has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization. Seller has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement, and the performance of Seller's obligations hereunder, have been duly authorized by all necessary corporate, partnership or trust action (as the case may be) on the part of Seller.
Organization and Good Standing; Authority. (a) CJVE is a corporation duly organized and validly existing under the laws of the State of Delaware.
Organization and Good Standing; Authority. Each of WorldPort and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of its state of organization. Purchaser has full corporate right, power and authority, without the consent of any other person, to execute and deliver this Agreement and the agreements contemplated hereby and to consummate the transactions contemplated hereby and thereby. Purchaser is duly licensed or qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, lease or operation of its assets and properties or the conduct of its business requires such license or qualification, except where the failure to be so licensed or qualified or in good standing, as the case may be, would not have a Material Adverse Effect. All corporate acts or proceedings (including action by stockholders) required to be taken by Purchaser to authorize the execution, delivery and performance of this Agreement, the agreements contemplated hereby and all transactions contemplated hereby and thereby have been duly and properly taken.
Organization and Good Standing; Authority. The Company is and on the Closing Date will be duly organized, validly existing and in good standing under the laws of the State of Colorado, entitled to own its properties and operate its business as now being conducted. The Company has corporate power and authority to enter into this Agreement and the related agreements contemplated herein, to executive and deliver and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
Organization and Good Standing; Authority. Each SunGard Entity is duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each SunGard Entity has all requisite power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and to consummate the Transactions. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions have been duly authorized by all requisite corporate action on behalf of each SunGard Entity. This Agreement and the Asset Purchase Agreement has been, and each of the other Ancillary Agreements will be at or prior to the Closing, duly and validly executed and delivered by each applicable SunGard Entity and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) each of this Agreement and the Asset Purchase Agreement constitutes, and each other Ancillary Agreement when so executed and delivered will constitute, the legal, valid and binding obligations of each SunGard Entity, enforceable against each SunGard Entity in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
Organization and Good Standing; Authority. The Company is and on the Closing Date will be duly organized, validly existing and in good standing under the laws of the State of Nevada, entitled to own its properties and operate its business as now being conducted. The Company has corporate power and authority to enter into this Agreement and the related agreements contemplated herein, to executive and deliver and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
Organization and Good Standing; Authority. Recap is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority and has taken all corporate action necessary in order to execute and deliver this Agreement and consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Recap and is a valid and legally binding obligation of it, enforceable against Recap in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles).
Organization and Good Standing; Authority. SunGard Data is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. SunGard Data has all requisite power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and to consummate the Transactions. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions have been duly authorized by all requisite corporate action on behalf of SunGard Data. This Agreement and the Merger Agreement has been, and each of the other Ancillary Agreements will be at or prior to the Asset Closing, duly and validly executed and delivered by SunGard Data and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) each of this Agreement and the Merger Agreement constitutes, and each other Ancillary Agreement when so executed and delivered will constitute, the legal, valid and binding obligations of SunGard Data, enforceable against SunGard Data in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
Organization and Good Standing; Authority. TNF (i) is a limited ----------------------------------------- liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, except where the failure to be so organized would not reasonably be expected to have a Material Adverse Effect on TNF, (ii) has the requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, (iii) is in good standing and duly qualified to do business in each jurisdiction in which the transaction of its business makes such qualification necessary, except where the failure to be so organized, existing, qualified and in good standing or to have such power or authority would not materially restrict or prevent the consummation of the Offer, the Asset Dropdown, the Merger or the other transactions contemplated hereby, and (iv) and has the limited liability company power and authority and has taken all limited liability company action necessary in order to execute and deliver this Agreement and consummate the transactions contemplated hereby. The sole member of TNF has duly authorized the execution, delivery and performance of this Agreement and no other action or other proceedings on the part of TNF is necessary to authorize this Agreement or the Transactions. This Agreement has been duly executed and delivered by TNF and is a valid and legally binding obligation of it, enforceable against TNF in accordance with its terms.
Organization and Good Standing; Authority. The Company is duly organized, validly existing and in good standing under the laws of Delaware, entitled to own its properties and operate its business as now being conducted. The Company has corporate power and authority to enter into the Capital Contribution Agreement (the "Agreement") attached hereto as Exhibit A (incorporated herein by reference from Exhibit 10.1 of this Form 8-K) and the related agreements contemplated therein, to execute and deliver and perform its obligations there under and to consummate the transactions contemplated therein and thereby.
