Organization and Good Standing; Authority and Enforceability. The Acquired Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Acquired Company has all requisite power and authority to own and lease its assets and to operate its business as the same are now being owned, leased and operated by the Acquired Company. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Acquired Company is duly qualified or licensed to do business as a foreign corporation in, and is in good standing in, each jurisdiction in which the nature of its business or the ownership of its properties require it to be so qualified or licensed. The Acquired Company possesses all requisite legal right, power, authority and capacity to execute, deliver and perform each Contract, instrument and document to be executed and delivered by the Acquired Company in connection herewith (collectively, the "Company Ancillary Agreements"), and to consummate the transactions contemplated herein and therein. All necessary corporate action on the part of the Acquired Company with respect to the consummation of the transactions contemplated hereby has been taken. Seller has provided to Buyer a true, complete and correct copy of the Organizational Documents of the Acquired Company. The Organizational Documents of the Acquired Company are in full force and effect, and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Acquired Company is not in violation of any provision thereof.
Organization and Good Standing; Authority and Enforceability. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Seller and its applicable Subsidiaries has all necessary corporate or other organizational power and authority to carry on the Business and to own and use the Acquired Assets.
(b) Seller has all necessary corporate power and authority to (i) execute and deliver this Agreement and the other Transaction Agreements to which Seller is a party; (ii) perform its obligations hereunder and thereunder; and (iii) consummate the Transactions and the other transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and the other Transaction Agreements to which Seller is a party, and the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the Transactions and the other transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of Seller.
(c) This Agreement and the other Transaction Agreements to which Seller is a party has been duly and validly executed and delivered by Seller and, assuming the due authorization, execution and delivery by Buyer, constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its and their respective terms, subject in each case to bankruptcy, insolvency, reorganization or other similar Laws of general application affecting the rights and remedies of creditors and to general principles of equity.
(d) No insolvency or similar proceedings have been initiated or threatened by or against the Business.
Organization and Good Standing; Authority and Enforceability. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Arizona. The Company has all requisite corporate power and authority to own and lease its assets and to operate its business as the same are now being owned, leased and operated by the Company. The Company is duly qualified or licensed to do business as a foreign corporation in, and is in good standing in, each jurisdiction in which the nature of its business or the ownership of its properties requires it to be so qualified or licensed. Schedule 4.1 sets forth a true and complete list of (a) all jurisdictions in which the Company is qualified or licensed to do business as a foreign corporation, (b) all directors and officers of the Company, (c) all bank, payroll and securities brokerage accounts of the Company and all authorized signers for each such account, and (d) all powers of attorney granted by the Company to any third-party that are currently in effect. The Company possesses all requisite legal right, power, authority and capacity to execute, deliver and perform each agreement, instrument and document to be executed and delivered by the Company in connection herewith (if any) (collectively, the “Company Ancillary Agreements”), and to consummate the transactions contemplated herein and therein. All necessary corporate action on the part of the Company with respect to the consummation of the transactions contemplated hereby has been taken. Sellers have provided to Buyer a true, complete and correct copy of the Organizational Documents of the Company. The Organizational Documents of the Company are in full force and effect, and the Company is not in violation of any provision thereof.
Organization and Good Standing; Authority and Enforceability. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Buyer has all necessary corporate or other organizational power and authority to carry on its business and to own and operate its assets.
(b) Buyer has all necessary corporate power and authority to (i) execute and deliver this Agreement and the other Transaction Agreements to which Buyer is a party; (ii) perform its obligations hereunder and thereunder; and (iii) consummate the Transactions and the other transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Agreements to which Buyer is a party, and the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the Transactions and the other transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of Buyer.
(c) This Agreement and the other Transaction Agreements to which Buyer is a party has been duly and validly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by Seller, constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its and their respective terms, subject in each case to bankruptcy, insolvency, reorganization or other similar Laws of general application affecting the rights and remedies of creditors and to general principles of equity.
Organization and Good Standing; Authority and Enforceability. (a) Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all necessary limited liability company power and authority to own and operate its properties and carry on its business, to enter into this Agreement and the Ancillary Documents to which it is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby.
(b) The execution and delivery by Company of this Agreement and the Ancillary Documents to which it is a party, the performance by Company of its obligations hereunder and thereunder, and the consummation by Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Company, its manager and Other Member. This Agreement has been, and, upon their execution, the Ancillary Documents to which Company is a party will have been, duly executed and delivered by Company, and (assuming due authorization, execution and delivery by the other part(ies) to such agreements) this Agreement constitutes, and, upon their execution, the Ancillary Documents to which Company is a party will constitute, legal, valid and binding obligations of Company, enforceable against Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.
Organization and Good Standing; Authority and Enforceability. 3.1.1 Seller is a national banking association duly organized, validly existing and in good standing under the Laws of the United States of America. As a national banking association, Seller is authorized to conduct the Business in each State of the United States of America. The only States in which Seller does not currently conduct the Business are Montana, South Dakota and Utah. Seller has all requisite corporate power and authority to carry on the Business and to own and use the properties owned and used by it in the Business.
3.1.2 Seller has full power and authority to execute, deliver and perform this Agreement and the other Transaction Documents to which it is (or will be) a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is (or will be) a party by Seller has been duly and validly authorized and approved by all necessary corporate action on the part of Seller. This Agreement and the other Transaction Documents to which Seller is (or will be) a party constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as enforceability may be limited by applicable equitable principles (whether applied in a proceeding at Law or in equity) or by bankruptcy, receivership, insolvency, reorganization, moratorium, or similar Laws affecting creditors’ rights generally (“Enforceability Exceptions”).
Organization and Good Standing; Authority and Enforceability. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of Puerto Rico. The Asset Seller is a limited liability company duly organized, validly existing and in good standing under the laws of Colorado. The Company has all requisite limited liability company power and authority to own and lease its assets and to operate its business as the same are now being owned, leased and operated by the Company, and the Asset Seller has all requisite limited liability company power and authority to own and lease its assets and to operate its business as the same are now being owned, leased and operated by the Asset Seller. Each of the Company and the Asset Seller is duly qualified or licensed to do business as a foreign entity in, and is in good standing in, each jurisdiction in which the nature of its business or the ownership of its properties requires it to be so qualified or licensed. Schedule 4.1 sets forth a true and complete list of (a) all jurisdictions in which each of the Company and the Asset Seller is qualified or licensed to do business as a foreign entity, (b) all directors and officers of each of the Company and the Asset Seller, (c) all bank, payroll and securities brokerage accounts of each of the Company and the Asset Seller and all authorized signers for each such account, and (d) all powers of attorney granted by each of the Company and the Asset Seller to any third-party that are currently in effect. Each of the Company and the Asset Seller possesses all requisite legal right, power, authority and capacity to execute, deliver and perform each agreement, instrument and document to be executed and delivered by the Company or the Asset Seller, as applicable, in connection herewith (if any) (collectively, the “Business Ancillary Agreements”), and to consummate the transactions contemplated herein and therein. All necessary limited liability company action on the part of each of the Company and the Asset Seller with respect to the consummation of the transactions contemplated hereby has been taken. Sellers have provided to Buyer a true, complete and correct copy of the Organizational Documents of each of the Company and the Asset Seller. The Organizational Documents of each of the Company and the Asset Seller are in full force and effect, and neither the Company nor the Asset Seller is in violation of any provision thereof.
Organization and Good Standing; Authority and Enforceability. (a) Seller’s Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority to own and operate its properties and carry on its business, to enter into this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby.
(b) The execution and delivery by Seller’s Parent of this Agreement, the performance by Seller’s Parent of its obligations hereunder, and the consummation by Seller’s Parent of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Seller’s Parent, its board of directors and its shareholders. This Agreement has been duly executed and delivered by Seller’s Parent, and (assuming due authorization, execution and delivery by the other part(ies) to such agreements) this Agreement constitutes legal, valid and binding obligations of Seller’s Parent, enforceable against Seller’s Parent in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.
