Organization and Good Standing; Power and Authority; Qualifications. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease and operate its properties, to carry on its business as presently conducted and as proposed to be conducted. The Company has all requisite corporate power and authority to enter and deliver this Agreement, to perform its obligations hereunder and carry out the transactions contemplated by the Agreement.
Organization and Good Standing; Power and Authority; Qualifications. Licensee is a nonprofit corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. Licensee is duly qualified or authorized to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which it owns or leases real property or the Licenses and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization.
Organization and Good Standing; Power and Authority; Qualifications. LTC (a) is a corporation duly organized, validly existing and in good standing under the laws of the Delaware, and (b) has all requisite corporate power and authority and all authorizations, licenses and permits necessary to own, lease and operate its properties, to carry on its business as presently conducted and as proposed to be conducted and to enter into and carry out the transactions contemplated by this Agreement.
Organization and Good Standing; Power and Authority; Qualifications. Ilion (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (b) has all requisite corporate power and authority and all authorizations, licenses and permits necessary to own, lease and operate its properties, to carry on its business as presently conducted and as proposed to be conducted and to enter into and carry out the transactions contemplated by this Agreement.
Organization and Good Standing; Power and Authority; Qualifications. Transferor (a) is duly organized, validly existing and in good standing under the laws of its organization and (b) has all requisite corporate power and authority and all authorizations, licenses and permits necessary to own, lease and operate its properties, to carry on its business as presently conducted and as proposed to be conducted and to enter into and carry out the transactions contemplated by this Agreement.
Organization and Good Standing; Power and Authority; Qualifications. Each of the Company and its subsidiary, Exogen (Europe) GmbH, a German corporation (the "Subsidiary") is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (ii) has all requisite power and authority to own, lease and operate its properties and to carry on its business as presently conducted and as proposed to be conducted. The Company has all requisite power and authority to enter into and carry out the transactions contemplated by this Agreement and the other documents being delivered pursuant to or in connection with this Agreement to which it is a party. Each of the Company and its Subsidiary is qualified to transact business as a foreign corporation in, and is in good standing under the laws of, those jurisdictions that constitute all of the jurisdictions wherein the character of the property owned or leased or the nature of the activities conducted by it makes such qualification necessary and where failure to so qualify would individually or in the aggregate have a material adverse effect on the properties, business, prospects, operations, earnings, assets, liabilities or the condition (financial or otherwise) of the Company and its Subsidiary taken as a whole, whether or not in the ordinary course of business (a "Material Adverse Effect"). All of the outstanding shares of capital stock of each class (other than director qualifying shares) of the Subsidiary have been validly issued and fully paid and nonassessable, and are owned beneficially and of record, by the Company, free and clear of Encumbrances.
Organization and Good Standing; Power and Authority; Qualifications. Such party (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has all requisite power and authority to own, lease and operate its properties and to carry on its business as presently conducted and as proposed to be conducted and (iii) has all requisite power and authority to enter into and carry out the transactions contemplated by this Agreement and the Related Agreements to which it is a party.
Organization and Good Standing; Power and Authority; Qualifications. The Corporation and each of its subsidiaries (all of which are set forth in Schedule 2.1(a)) (collectively with the Corporation, the "WFI Entities")
(a) is a corporation, limited liability company, general or limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, organization, amalgamation or continuance, (b) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as presently conducted and as proposed to be conducted, and (c) has all requisite corporate power and authority to enter into and carry out the transactions contemplated by each of the Documents (as defined in Section 6.2(d)) to which it is a party. Each WFI Entity is qualified to transact business as an extra-provincial corporation or foreign corporation in, and is in good standing under the laws of, those jurisdictions listed on Schedule 2.1(a) in square brackets opposite its name, which jurisdictions constitute all of the jurisdictions wherein the character of the property owned or leased or the nature of the activities conducted by it makes such qualification necessary except where the failure to be so qualified would not have a material adverse effect on the business, prospects, condition (financial or otherwise), operations, properties, assets or liabilities of the WFI Entities taken as a whole (a "Material Adverse Effect"). For all purposes of this Agreement, the business, prospects, conditions (financial or otherwise), operations, properties, assets or liabilities of the WFI Entities shall be deemed to include the business, prospects, condition (financial or otherwise), operations, properties, assets and liabilities associated with the Fiber Assets (and the rights, liabilities and obligations associated with the Fiber Assets) as defined in the Ledcor Roll-Up Agreement.
Organization and Good Standing; Power and Authority; Qualifications. The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of Delaware and (ii) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as presently conducted and as proposed to be conducted. The Company has all requisite legal and corporate power to execute and deliver this Agreement and the Notes (collectively, the “Agreements”), to issue and sell the Notes, and to carry out and perform its other obligations under the terms of the Agreements. The Company is qualified to transact business as a foreign corporation in, and is in good standing under the laws of, all of the jurisdictions wherein the character of the property owned or leased or the nature of the activities conducted by it makes such qualification necessary, except jurisdictions in which the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), results of operations, business or assets of the Company (a “Material Adverse Effect”).
Organization and Good Standing; Power and Authority; Qualifications. 23 6.2. Authorization of the Merger Documents.................................23 6.3. Authorization and Issuance of Shares..................................24 6.4. Public Documents......................................................24 6.5. No Conflicts..........................................................24 6.6. Disclosure............................................................25 6.7. Brokers...............................................................25
