Organization and Organizational Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to enter into this Agreement and perform its obligations hereunder.
Organization and Organizational Power. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and the Company has all requisite corporate power and authority necessary to own and operate its properties and to carry on its businesses as now conducted. The Company is qualified to do business 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 has not had and would not reasonably be expected to have a Material Adverse Effect.
Organization and Organizational Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to enter into this Agreement and perform its obligations hereunder. The Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to enter into this Agreement and perform its obligations hereunder.
Organization and Organizational 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 power and authority and all authorizations, licenses and permits necessary to own and operate its properties and to carry on its businesses as now conducted, except where the failure to hold such authorizations, licenses and permits would not have a Material Adverse Effect. The Company is qualified to do business 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 have a Material Adverse Effect. Complete and correct copies of the organizational documents of the Company (as amended and in effect as of the date hereof) have been made available to the Purchaser.
Organization and Organizational Power. Onex is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full corporate power and authority to enter into this Agreement and perform its obligations hereunder. 5.02
Organization and Organizational Power. The Seller 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 necessary to own its assets and carry on its business relating to the Products as currently conducted by it in the Territory immediately prior to the Closing, except where the absence of such power and authority would not have a Material Adverse Effect.
Organization and Organizational Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full corporate power and authority to enter into this Agreement and perform its obligations hereunder. The Company has all material requisite corporate power and authority necessary to own, lease and operate its properties and to carry on its businesses as they are now being conducted. The Company is duly qualified in all material respects to do business in every jurisdiction in which its ownership, leasing and operation of property or the conduct of its business as it is now being conducted requires it to qualify. (b) The Company has made available to the Purchaser prior to the date hereof true and correct copies of the certificate of incorporation (and all certificates of designations, preferences and rights of the preferred stock issued and effective pursuant thereto) and by‑laws of the Company, each as currently in effect (collectively, the “Company Organizational Documents”). The Company is not in material violation of any provision of the Company Organizational Documents. 4.02
Organization and Organizational Power. 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, authority, and Registrations necessary to own, lease, and operate its properties and to carry on its businesses as now conducted. The Company is in good standing and qualified to do business in every jurisdiction in which its ownership, lease, or operation of property or the conduct of business as now conducted requires it to qualify, except where the failure to be so qualified has not been and would not reasonably be expected to be material. The Company has delivered or made available to Purchaser true, correct and complete copies of the Company’s Organizational Documents.
Organization and Organizational Power. (a) 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 and all authorizations, licenses and permits necessary to own and operate its properties and to carry on its businesses as now conducted, except where the failure to hold such authorizations, licenses and permits would not reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. The Company is qualified to do business 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 have a Material Adverse Effect. The Company has delivered or made available to the Purchaser or its counsel accurate and complete copies of the certificate of formation and the LLC agreement of the Company, in each case, as amended through the date of this Agreement.
Organization and Organizational Power. The Purchaser is a company duly organized, validly existing and in good standing under the Laws of the country of Ireland, and has all requisite corporate power and authority necessary to enter into this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder, to consummate the transactions contemplated hereby and thereby, to own the Transferred Assets and carry on the Business.
