Organization and Standing; Authorization. Such Founder Holder, (a) if a natural person, is of legal age to execute this Agreement and is legally competent to do so, and (b) if the Founder Holder is not a natural person, (i) has been duly organized and is validly existing and in good standing under the Laws of the State of Delaware or other state of its formation, (ii) has all requisite corporate or limited liability power and authority, as applicable, to own, lease and operate its properties and to carry on its business as now being conducted, (iii) has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and (iv) is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. If the Founder Holder is not a natural person, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other corporate proceedings on the part of such Founder Holder are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby.
Organization and Standing; Authorization. Sponsor has been duly organized and is validly existing and in good standing under the Laws of the State of Delaware, (i) has all requisite limited liability company power and authority, as applicable, to own, lease and operate its properties and to carry on its business as now being conducted, (ii) has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and (iii) is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other proceedings on the part of Sponsor are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby.
Organization and Standing; Authorization. Such Xxxxxxx Shareholder, (a) if a natural person, is of legal age to execute this Agreement and is legally competent to do so, and (b) if the Xxxxxxx Shareholder is not a natural person, (i) has been duly organized and is validly existing and in good standing under the Laws of its jurisdiction of formation, (ii) has all requisite corporate or limited liability power and authority, as applicable, to own, lease and operate its properties and to carry on its business as now being conducted, and (iii) has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. If the Xxxxxxx Shareholder is not a natural person, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other corporate proceedings on the part of such Xxxxxxx Shareholder are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby.
Organization and Standing; Authorization. (a) Holdings is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized. Holdings is an entity duly qualified to do business, and is in good standing, in each jurisdiction listed in the Seller Disclosure Schedules, which jurisdictions constitute all of the jurisdictions 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, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Holdings. Holdings has the limited liability company power and authority to own, use or lease and operate its properties and assets and to carry on its business in the manner that is was conducted immediately prior to the date of this Agreement.
(b) This Agreement has been duly executed and delivered by each Member and Holdings pursuant to all necessary authorization and is the legal, valid and binding obligation of each Member and Holdings, enforceable against such Member and Holdings in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the enforcement of creditors’ rights.
(c) Holdings is a holding company that does not have (nor has it ever had) any assets, operations or business other than as the sole shareholder of the Company, and does not have (nor has it ever had) any Indebtedness, liabilities or obligations of any kind, whether absolute, accrued, asserted or unasserted. Holdings has no employees and is not a party to any Contracts of any nature.
Organization and Standing; Authorization. CORE Capital has been duly organized and is validly existing and in good standing under the Laws of the British Virgin Islands of its formation, (ii) has all requisite corporate or limited liability power and authority, as applicable, to own, lease and operate its properties and to carry on its business as now being conducted, (iii) has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and (iv) is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other corporate proceedings on the part of CORE Capital are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby.
Organization and Standing; Authorization. Enforceability; No Violations; Non-Affiliates. ---------------------------------------------
(a) Such Purchaser is duly organized, validly existing and in good standing as a domestic corporation under the laws of the British Virgin Islands and has all requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted.
(b) Such Purchaser has the corporate power to execute, deliver and perform its obligations under each of the Documents and has taken all necessary action to authorize the execution, delivery and performance by it of each of the Documents and to consummate the transactions contemplated hereby and thereby. No other corporate proceedings on the part of such Purchaser are necessary therefor.
(c) Such Purchaser has duly executed and delivered this Agreement and, at the Closing, will have duly executed and delivered the other Documents to which it is a party. This Agreement constitutes, and each of the other Documents to which such Purchaser is a party, when executed and delivered by such Purchaser and, assuming the due execution by the other parties hereto and thereto, will constitute legal, valid and binding obligations of such Purchaser, enforceable against it in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(d) For purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended, and the rules promulgated thereunder, FEL and PPG are not "affiliates" (as defined therein) of each other and the purchase of the Shares by the Purchasers would not be aggregated.
Organization and Standing; Authorization. The Company is duly organized and validly existing under the laws of the State of New York. All corporate action on the part of the Company, its directors and member necessary for the authorization, execution, delivery and performance by the Sellers and the Company of this Agreement and the consummation of the transactions contemplated herein, and for the authorization, issuance and delivery of the Interests has been taken or will be taken prior to closing.
Organization and Standing; Authorization. (i) Company is limited liability company validly existing and in good standing under the laws of Nevada, has the power to own, lease and operate the properties it now owns, leases and operates, and to carry on its business as now being conducted, and is duly qualified or licensed to do business and are in good standing in every domestic and foreign jurisdiction in the United States and elsewhere in which the nature of its business as now being conducted or its present ownership or leasing of property requires such qualification.
(ii) A complete, true and accurate copy of Company’s Amended and Restated Operating Agreement (the “Operating Agreement”) and list of members and their respective interests is set forth on Schedule 2.1(a). The transactions contemplated by this Agreement constitute an Approved Sale (as defined in the Operating Agreement) and the Company has received a Supermajority Approval (as defined in the Operating Agreement).
Organization and Standing; Authorization. (i) The Company is a limited liability company validly existing and in good standing under the laws of Delaware, has the requisite limited liability company power to own, lease and operate the properties it now owns, leases and operates, and to carry on its business as now being conducted, and is duly qualified or licensed to do business and is in good standing in every domestic and foreign jurisdiction in the United States and elsewhere in which the nature of its business as now being conducted or its present ownership or leasing of property requires such qualification, except where the failure to be so existing or in good standing, to have such power, or to be so qualified or licensed would not have a material adverse effect on the Company or its business or assets.
(ii) Seller has heretofore provided or made available to Buyer a complete and current copy of the Company’s Limited Liability Company Agreement, as amended to date (the “Operating Agreement”).
Organization and Standing; Authorization. The U.S. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California. The Swiss Buyer is a société anonyme duly formed and validly existing under the Laws of Switzerland.
