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 and has all necessary corporate 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.
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. 4.2
Organization and Good Standing; Authority and Enforceability. (a) Buyer is a limited liability company 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.
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.
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) Seller is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Selling Subsidiary is a Malaysian corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Each of Seller, Selling Subsidiary and their applicable Subsidiaries has all necessary corporate power and authority to carry on the Business and to own and use the Transferred Assets.
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.
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) 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.
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
