Organization and Qualification; Power. Such Party (if a Person other than a natural Person) is a corporation or other entity duly organized and validly existing under the Laws of its jurisdiction of organization. Such Party (if a Person other than a natural Person) has all requisite power and authority to own, lease and operate its assets, and to carry on its business as it is now being conducted.
Organization and Qualification; Power. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Louisiana. The Company is duly qualified and/or licensed, as the case may be, and in good standing in each of the jurisdictions listed on Schedule 3.2(a), attached hereto, which are the only jurisdictions where the nature of its activities or the character of the properties owned, leased or operated by it require such qualification or licensing. The Company has all requisite corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted.
Organization and Qualification; Power. Buyer is a corporation duly organized and validly existing under the Laws of the State of Nevada. Buyer has all requisite corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted.
Organization and Qualification; Power. Part 3.1(a) of the Sellers’ Disclosure Schedule contains a complete and accurate list for each Xxxxxxxx Company of its name, its jurisdiction of incorporation, other jurisdictions in which it is authorized to do business. Each Xxxxxxxx Company is a corporation duly organized and validly existing under the Laws of its jurisdiction of incorporation. Each Xxxxxxxx Company is duly qualified or licensed, as the case may be, to do business and is in good standing as a foreign corporation under the Laws of each jurisdiction where the nature of their respective activities or the ownership or use of properties owned or used by it require such qualification or licensing, except where the failure to be so qualified or licensed would not have a Material Adverse Effect. Each Xxxxxxxx Company has all requisite power and authority to own, lease and operate its properties and assets that it purports to own, lease or operate, to perform its obligations under any Contract to which it is a party or by which it is bound and to carry on its business as it is now being conducted. The Company has no assets other than the capital stock of Equipment Co., has no employees, has no business operations, has no contracts or other liabilities other than as disclosed in Part 3.1(a) of the Sellers’ Disclosure Schedule. Equipment Co. has no Subsidiaries. The Sellers have delivered to Purchaser copies of the Organizational Documents, as currently in effect, of each of the Xxxxxxxx Companies.
Organization and Qualification; Power. Seller is a corporation duly organized and validly existing under the Laws of the State of Illinois. Seller is duly qualified or licensed, as the case may be, and in good standing as a foreign corporation where the nature of the activities of the CNS Division or the character of the Purchased Assets require such qualification or licensing. Seller has all requisite corporate power and authority to own, lease and operate the Purchased Assets, to carry on the CNS Division as it is now being conducted and to perform all its obligations under the Contracts to which it is a party relating to the CNS Division.
Organization and Qualification; Power. (i) CSS is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Pennsylvania.
Organization and Qualification; Power. Each of Sellers that is not a natural Person and the Company is a corporation or other entity duly organized and validly existing under the Laws of its jurisdiction of organization. Annex 1.1(d) sets forth the principal residence of each Seller that is a natural person and the corporate form and jurisdiction of incorporation of each Seller that is not a natural Person. The Company is duly qualified or licensed and in good standing as a foreign corporation in each jurisdiction where failure to be so qualified or licensed has had or would be reasonably likely to have, individually or in the aggregate together with similar occurrences, a Material Adverse Effect on the Company. The Company has all requisite power and authority to own, lease and operate its assets, and to carry on its Business. Main Sellers have furnished to Buyer true and correct copies of the Charter Documents for each of Sellers that is not a natural Person and the Company.
Organization and Qualification; Power. Such Additional Seller (if it is not a natural Person) is a corporation or other entity duly organized and validly existing under the Laws of its jurisdiction of organization and has all requisite power and authority to own, lease and operate its assets, and to carry on its Business. Annex 1.1(d) sets forth the principal residence of such Additional Seller (if Additional Seller is a natural person) or the corporate form and jurisdiction of incorporation of such Additional Seller (if such Additional Seller is not a natural Person).
Organization and Qualification; Power. Except as set forth in Schedule 4.1(a), each of Campus Outfitters and Campus Textbooks (i) is a limited liability company duly organized and validly existing under the laws of the state of Maryland (ii) is duly qualified and in good standing in all jurisdictions in which it is doing business as required by the laws of that particular jurisdiction; and (iii) has all necessary limited liability company power and authority to engage in the business in which it is presently engaged and to own, lease and operate its assets and to carry on its business as it is now being conducted. Sellers have delivered to Purchaser true, correct and complete copies of the articles of organization and operating agreement of each of Campus Outfitters and Campus Textbooks (collectively, the "Governing Documents"), and none of these Governing Documents have been modified, amended or rescinded and all are in full force and effect as of the date hereof.
Organization and Qualification; Power. Purchaser is a corporation duly organized and validly existing under the laws of the state of Delaware; (ii) is duly qualified and in good standing in all jurisdictions in which it is doing business as required by the laws of that particular jurisdiction; and (iii) has all necessary corporate power and authority to engage in the business in which it is presently engaged and to own, lease and operate its assets and to carry on its business as it is now being conducted. Authorization; Validity. Purchaser has all requisite corporate power and authority to enter into this Agreement and the other agreements, documents and instruments to be executed and delivered by Purchaser pursuant hereto and to carry out its obligations hereunder and thereunder. The execution and delivery by Purchaser of this Agreement and the other agreements, documents and instruments to be executed by Purchaser pursuant hereto and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of Purchaser. No further act or proceeding or corporate action on the part of Purchaser is necessary to authorize this Agreement or the other agreements, documents and instruments to be executed and delivered by Purchaser pursuant hereto or the consummation of the transactions contemplated hereby and thereby. This Agreement and the related agreements, documents and instruments referred to herein to which Purchaser is a party have been duly executed and delivered by Purchaser and constitute the valid and legally binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms.
