Organization and Good Standing; Governing Documents; Authority Sample Clauses

Organization and Good Standing; Governing Documents; Authority. RGH is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia. RGV is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of RGRE, RRJ and RGD is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Georgia. Each Seller has the requisite power and authority to own, operate and lease its properties and to carry on its business as now being conducted and as currently contemplated to be conducted by Sellers and except as set forth in Section 4.1 of the Disclosure Schedule, is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary. Except as set forth in Section 4.17(d) of the Disclosure Schedule, no Seller and no Subsidiary of any Seller has any employees, customers, offices or conducts any other business activities in jurisdictions outside the United States. True and complete copies of the Governing Documents of each Seller, including all amendments to such documents, have previously been made available to Buyer. Each Seller has the requisite power and authority to execute, deliver and perform this Agreement and all other agreements and documents required to be executed and delivered by such Seller hereunder (collectively, the “Seller Ancillary Agreements”) and to consummate the transactions contemplated in the Seller Ancillary Agreements, to the extent it is a party thereto. The execution, delivery and performance of this Agreement and the Seller Ancillary Agreements, and the consummation of the transactions contemplated herein and therein, have been duly and validly authorized by all necessary action on the part of each Seller. This Agreement and each of the Seller Ancillary Agreements has been, or with respect to Seller Ancillary Agreements to be executed at the Closing, will be, duly executed and delivered by each Seller and will constitute, when executed and delivered, a valid and binding obligation of such Seller, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity. Each Seller has obtained all necessary authorizations and approvals from its board of directors, stockholders, manager(s) and member...