Organization and Limited Liability Company Power. The Buyer is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Nevada, with full limited liability company power and authority to enter into this Agreement and perform its obligations hereunder.
Organization and Limited Liability Company Power. The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, and the Company has all requisite limited liability company power and authority to own and operate its properties and to carry on its businesses as they have been and now are conducted. The Company is qualified to do business and is in good standing (or its equivalent) in every jurisdiction in which its ownership of property or the conduct of business as now conducted requires it to qualify, except where the failure to be so qualified would not constitute a Material Adverse Change.
Organization and Limited Liability Company Power. Purchaser (a) is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and (b) is duly qualified to do business as a foreign limited liability company and is in good standing in all jurisdictions where the failure so to qualify would have a material adverse effect on Purchaser. Purchaser has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.
Organization and Limited Liability Company Power. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California. Affiliates are entities duly organized, validly existing and in good standing under the laws of the states listed therefor in the Schedule of Seller Entities as set forth in the Disclosure Schedule. Each Seller has all corporate or limited liability company power and authority necessary to own or lease its properties and assets and to carry on the Business as currently conducted, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority when taken together with all other such failures, has not, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Seller is duly qualified or licensed to do business and is in good standing in each of the jurisdictions in which the character of the properties owned or held under lease by it or the nature of the Business makes such qualification necessary, except where the failure to be so qualified or in good standing when taken together with all other such failures, has not, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Asset Purchase Agreement – 2024 Human Bees, Inc. & ShiftPixy, Inc. Page 16 of 61
Organization and Limited Liability Company Power. The Company is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware with full limited liability company power and authority to own, operate or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it, and is duly qualified or registered to do business as a foreign limited liability company in each jurisdiction in which the failure to be so duly qualified or registered has had, or could reasonably be expected to have, a Material Adverse Effect. The Company has all required limited liability company power and authority to carry on its business as presently conducted, to enter into and perform this Agreement and the agreements contemplated hereby to which it is a party and to carry out the transactions contemplated hereby and thereby. The copies of the Company’s Certificate of Formation, certified by the Secretary of State of the State of Delaware (the “Certificate of Formation”), and the Company’s Limited Liability Company Agreement (the “LLC Agreement”), attached hereto as Exhibit E and certified by the Secretary of the Company, are correct and complete as of the date hereof, and the Company is not in violation of any term of its Certificate of Formation or LLC Agreement.
Organization and Limited Liability Company Power. 808 Energy 3 is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada. 808 Energy 3 has full power and authority to enter into and perform the transactions contemplated by this Agreement.
Organization and Limited Liability Company Power. The Company is a limited liability company duly formed, validly existing and in good standing under the laws of Delaware. Each of the Company and the Subsidiaries has all requisite limited liability company power and authority or limited partnership power and authority to own, operate and lease its properties, to carry on its business as currently conducted and, subject to the Lender Consent and the consents of the Continuing Members, to execute and deliver this Agreement, the Third Amendment to Operating Agreement and any other instruments to be delivered pursuant hereto, to carry out the transactions contemplated by each of this Agreement and the Third Amendment to Operating Agreement and to perform all of its obligations under this Agreement and the Third Amendment to Operating Agreement. The copy of the Company's Existing Operating Agreement and the Company's Certificate of Formation attached hereto as Exhibits "E-1" and "E-2", respectively, are true, correct and complete copies. The Existing Operating Agreement has not been altered or amended, except as shown in Exhibit "E-1" and is in full force and effect. There are no oral modifications, amendments or waivers by or among the members pertaining to the subject matter of the Existing Operating Agreement. The Company's obligations set forth in Sections 4.8, 4.9 and 4.10 of the Existing Operating Agreement have been satisfied in full.
Organization and Limited Liability Company Power. 808 Energy 2 is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada. 808 Energy 2 has full power and authority to enter into and perform the transactions contemplated by this Agreement.
Organization and Limited Liability Company Power. It is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its organization, it has all requisite company power and authority and all authorizations, licenses and permits necessary to own and operate its properties and assets, to carry on its businesses as now conducted and to execute and deliver this Agreement and carry out the transactions contemplated hereby (including the Mergers), and it is qualified or licensed to do business in every jurisdiction in which its ownership of property or conduct of business requires it to qualify or be licensed, except where the failure to hold such power, authority, authorizations, licenses and permits would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.
Organization and Limited Liability Company Power. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, the Company has all requisite company power and authority and all authorizations, licenses and permits necessary to own and operate its properties and assets, to carry on its businesses as now conducted and to execute and deliver this Agreement and carry out the transactions contemplated hereby (including the Mergers), and the Company is qualified or licensed to do business in every jurisdiction in which its ownership of property or conduct of business requires it to qualify or be licensed, except where the failure to hold such power, authority, authorizations, licenses and permits would not reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. A copy of the Company LLC Agreement, including all amendments thereto prior to the date hereof, has been made available to the Purchaser and is true, correct and complete. The Company is not in default under, or in violation of, any provision of its certificate of formation or the Company LLC Agreement.
