Organization and Standing; Authority. Such Investor is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Such Investor has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, and (ii) own, lease and operate its properties and carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to materially and adversely affect such Investor’s ability to perform its obligations under this Agreement or the Ancillary Documents or consummate the transactions contemplated hereby or thereby on a timely basis. The execution and delivery by such Investor of this Agreement and the Ancillary Documents and the consummation by such Investor of the transactions contemplated by this Agreement and the Ancillary Documents have been or will be duly authorized by all requisite corporate or other similar organizational action on the part of such Investor. This Agreement has been and the Ancillary Documents will be duly executed and delivered by such Investor. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes and the Ancillary Documents will constitute the legal, valid and binding obligation of such Investor, enforceable against it in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).
Organization and Standing; Authority. (a) Each of the Company, the Company Subsidiaries and the Seller is duly organized or formed, validly existing and, to the extent applicable in an applicable jurisdiction, in good standing under the laws of its jurisdiction of formation. The Company and the Company Subsidiaries have all requisite power and authority to carry on their respective businesses and activities as they are currently being conducted and to own, lease or operate their respective properties and assets as they are currently owned, leased or operated. True and complete copies of all Organizational Documents of the Company, the Company Subsidiaries and the Seller, including all amendments thereto, have previously been made available to the Parent. Each of the Company, the Company Subsidiaries and the Seller is duly qualified to do business and, to the extent applicable in an applicable jurisdiction, is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the conduct of its business requires it to be so qualified, except where the failure to be so qualified or to be in good standing would not reasonably be expected to have a Material Adverse Effect.
Organization and Standing; Authority. (a) The Parent is duly organized or formed, validly existing and, to the extent applicable in an applicable jurisdiction, in good standing under the laws of their respective jurisdictions of formation. The Parent has all requisite power and authority to carry on their respective businesses and activities as they are currently being conducted and to own, lease or operate their respective properties and assets as they are currently owned, leased or operated.
Organization and Standing; Authority. Borrower (a) is a corporation duly organized, validly existing, and in good standing under the laws of the state of its incorporation, (b) is qualified to do business as a foreign corporation and is in good standing in all jurisdictions where its activities or ownership of property require such qualification, except for any such jurisdictions where the failure to be so qualified would not have a material adverse effect on the ability of Borrower to perform or comply with all terms, conditions, and agreements to be performed or complied with by Borrower under this Agreement or under any of the other Loan Documents (as hereinafter defined), or to perform the transactions contemplated hereby or thereby, and (c) has the power and authority to own, operate, and lease its properties, to carry on its business as currently conducted, to execute and deliver and perform this Agreement, the Note, each Additional Warrant (as hereinafter defined), and any other instruments or agreements executed pursuant hereto or thereto (this Agreement, the Note, each Additional Warrant, and such other instruments and agreements hereinafter collectively referred to as the "LOAN DOCUMENTS"), to incur the obligations provided for in the Loan Documents, and to perform the transactions contemplated in the Loan Documents (including, without limitation, the creation of a first lien and security interest in favor of Lender in the Collateral (as hereinafter defined)), all of which have been duly and validly authorized by all proper and necessary action (all of which actions are in full force and effect).
Organization and Standing; Authority. (a) The Company is a corporation duly organized and validly existing under the laws of the State of Indiana. The Company has full power and authority to carry on its business as and where now conducted and to own or lease and operate its properties at and where now owned or leased and operated by it. Except as set forth on Schedule 4.01(a), the Company is qualified to do business in every jurisdiction in which the nature of its business or ownership of its assets makes such qualification necessary, except where the failure to be so qualified would not result in a material liability or obligation of the Company. The Company has the full capacity, right, power and authority to enter into, execute and deliver this Agreement and any and all Related Agreements to which it is a party, to consummate the transactions contemplated by this Agreement and any and all Related Agreements to which it is a party, and to comply with and fulfill the terms and conditions of this Agreement and any and all Related Agreements to which it is a party.
Organization and Standing; Authority. (a) Each of Company and Subsidiary is duly organized, validly existing and in good standing under the laws of the State of North Dakota. Each of Company and Subsidiary has full power and authority to own, lease and operate its properties and to conduct and carry on its business as presently conducted, and is duly qualified to do business, and in good standing, in each jurisdiction in which it operates or conducts its business or its ownership or operation of property requires it to be so qualified, except where the failure to be so qualified or to be in good standing would not be materially adverse to its business. Company has the corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby to be executed and delivered by it, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and such other agreements and documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of Company. This Agreement has been duly and validly executed and delivered by Company and constitutes the legal, valid and binding obligation of Company, enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally from time to time in effect and the availability of equitable remedies (collectively, the “General Enforceability Exceptions”).
Organization and Standing; Authority. (a) Transferor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Transferor has the power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby to be executed and delivered by it, and, subject to receipt of the Transferor Stockholder Approval, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and such other agreements and documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on its part. No additional proceeding on the part of Transferor is necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein (other than the receipt of the Transferor Stockholder Approval). This Agreement has been duly and validly executed and delivered by it and constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as limited by the General Enforceability Exceptions.
Organization and Standing; Authority. Innovatix is a limited liability company, duly formed and validly existing under the Laws of the State of Delaware, and has the requisite limited liability company power and authority to conduct its business as presently conducted, to execute, deliver and perform its obligations under this Agreement, and to carry out the Transactions. Essensa is a limited liability company, duly formed and validly existing under the Laws of the State of New York, and has the requisite limited liability company power and authority to conduct its business as presently conducted, to execute, deliver and perform its obligations under this Agreement, and to carry out the Transactions. The Subsidiaries are limited liability companies, duly formed and validly existing under the Laws of the State of Delaware, and have the requisite limited liability company power and authority to conduct their business as presently conducted. The Company Parties have all material licenses, certificates, permits, franchises, approvals, registrations, clearances, consents, authorizations, and other like items or similar rights of, issued by or obtained from a Governmental Authority (“Permits”) necessary to own and operate their Properties and to carry on the Business as presently conducted. Each of the Company Parties is duly qualified to do business as a foreign company and is in good standing in each jurisdiction where the ownership or operation of their Properties or the conduct of the Business requires such qualification, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect, including each of the jurisdictions set forth on Schedule 3.2. The Seller has furnished to the Purchaser true and complete copies of the Charters and the Operating Agreements and the other governing documents, all as amended to date and presently in effect, of the Company Parties. None of the Company Parties is in violation, breach or default in any material respect of its governing documents, including the Charters and the Operating Agreements.
Organization and Standing; Authority. The Seller is duly formed and validly existing under the Laws of the State of New York and has the requisite power and authority to conduct its business as presently conducted. The execution, delivery and performance by the Seller and the Guarantor of this Agreement, the Transaction Documents, and all other instruments and agreements to be executed by the Seller and the Guarantor pursuant hereto and thereto, and the consummation by the Seller and the Guarantor of the Transactions, have been duly authorized by all necessary limited liability company action and corporate action, respectively. This Agreement and the Transaction Documents to which each of the Seller and the Guarantor is a party have been duly executed and delivered by the Seller and the Guarantor and, assuming the due authorization, execution and delivery of this Agreement by the Purchaser, constitute the legal, valid and binding obligations of the Seller and the Guarantor, enforceable against the Seller and the Guarantor in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting the enforcement of creditors’ rights generally, and the effect of rules of law governing the availability of equitable remedies.
Organization and Standing; Authority. Each of the CFC Entities is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. This Agreement has been duly and validly executed and delivered by each CFC Party and constitutes the legal, valid and binding obligation of each CFC Party, enforceable against it in accordance with its terms, except as limited by:
