Organization and Standing; Authority Sample Clauses

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. (b) The Board of Directors of Transferor, acting upon the recommendation of the sole member of the Transferor Special Committee, at a duly called and held meeting has, by unanimous vote of all of the directors, (i) determined that it is fair to and in the best interests of Transferor and its stockholders, and declared it advisable, to enter into this Agreement and consummate the Transfer and the other transactions contemplated hereby, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Transfer, and the adoption of the plan in connection with the Transferor Liquidation upon the terms and subject to the conditions set forth in this Agreement, (iii) directed that Transferor submit the approval of this Agreement, the Transfer, the Transferor Liquidation and the other transactions contemplated by this Agreement and the adoption of the plan in connection with the Transferor Liquidation to a vote at a meeting of the stockholders of Transferor in accordance with the terms of this Agreement, and (iv) resolved to recommend that the stockholders of Transferor approve this Agreement, the Transfer, the Transferor Liquidation and the other transactions contemplated by this Agreement and the adoption of the plan in connection with the Tr...

Organization and Standing; Authority. Such Purchaser is organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Such Purchaser 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 Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis. The execution and delivery by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all requisite corporate or other similar organizational action on the part of such Purchaser. This Agreement has been duly executed and delivered by such Purchaser. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable against it in accordance with its 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. 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, and any other instruments or agreements executed pursuant hereto or thereto (this Agreement, the Note, 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. (b) Except as set forth on Schedule 4.01(b), the execution, delivery and performance of this Agreement and any and all Related Agreements to which it is a party by the Company has been authorized by all necessary corporate action on the part of the Company and each constitutes a valid and binding obligation of the Company, enforceable in accordance with its respective terms and conditions, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and similar laws affecting creditors generally and by the availability of equitable remedies. Except as set forth on Schedule 4.01(b), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by the Company with any of the provisions of this Agreement or the Related Agreements to which it is a party, will: (i) Conflict with, violate, result in a breach or violation of, constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, give rise to any right of termination, cancellation, or acceleration under, or require a consent or waiver under any provision of the Articles of Incorporation or Bylaws of the Company, or any of the terms, conditions or provisions of any note, Lien, bond, Lease, mortgage or indenture, or material license, lease, loan, contract, commitment, agreement, understanding, arrangement, restriction or other ins...

Organization and Standing; Authority. Buyer is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Buyer has all necessary power and authority to execute and deliver this Agreement and the Shareholder Rights Agreement and to perform the obligations to be performed by Buyer by this Agreement. The execution, delivery and performance of this Agreement and the Shareholder Rights Agreement by Buyer and the purchase of the Purchased Shares by the Buyer pursuant to this Agreement have been duly authorized. Each of this Agreement and the Shareholder Rights Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles.

Organization and Standing; Authority. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware. This Agreement has been duly and validly executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms, except as limited by: (a) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally from time to time in effect; and (b) the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at law or in equity) (the immediately preceding clauses (a) and (b), collectively, the “General Enforceability Exceptions”).

Organization and Standing; Authority. (a) Each Company is either a limited liability company or a corporation validly existing and in good standing under the laws of its jurisdiction of formation. Each is duly qualified to do business in each jurisdiction in which the character of the properties owned or leased by it or in which the conduct of the Business require it to be so qualified. (b) Each of the Companies has the requisite limited liability company or corporate, as applicable, power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby (collectively, the “Transaction Documents”) to be executed and delivered by it, to consummate the transactions contemplated hereby and thereby, and to carry on the Business and to own, lease and use the assets and properties that are owned, leased and used by it and that will be transferred to Buyer hereunder. (c) The execution and delivery of this Agreement and the Transaction Documents to which either Company is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company or corporate action, as applicable. This Agreement and the Transaction Documents to which any of them is a party have been (or will be at the Closing) duly and validly executed and delivered by, and constitute the legal, valid and binding obligations of, one or both of the Companies, as applicable, enforceable against it in accordance with their respective terms.

Organization and Standing; Authority. The Buyer is a limited liability company duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation. The Buyer is duly qualified to do business, and 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. The Buyer has the requisite 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 without obtaining any additional approvals (whether internal or third party). 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 the Buyer. This Agreement has been duly and validly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer, enforceable against the Buyer 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. (a) Such Seller is either an individual or a corporation, limited liability company or other entity, duly organized or formed, validly existing and in good standing under the Laws of its jurisdiction of organization or formation, which entity type and jurisdiction, if applicable, for such Seller are set forth on Schedule 5.1. (b) Such Seller has the requisite power and authority to execute and deliver this Agreement and the other Transaction Documents to be executed and delivered by it, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and such other Transaction Documents, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated herein and therein have been duly and validly authorized by all necessary other action on the part of such Seller. This Agreement has been duly and validly executed and delivered by such Seller and, assuming the due authorization, execution and delivery by Buyer and each other Seller, represents the legal, valid and binding obligation of such Seller, enforceable against it in accordance with its terms, except as limited by the General Enforceability Exceptions.