Organization and Standing of the Sellers. Seller is a limited liability company duly organized, validly existing and in good standing under the law of the State of New York and has all requisite company power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.
Organization and Standing of the Sellers. Cookie Co. is a ---------------------------------------- corporation duly organized, validly existing under the laws of the jurisdiction of its formation or incorporation. Cookie LLP is a limited liability partnership duly organized, formed, validly existing under the laws of the jurisdiction of its formation. Except as disclosed in Schedule 4(a), each of the Sellers has power and authority, and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to use its name and to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted other than such franchises, licenses, permits, authorizations and approvals, the lack of which, individually or in the aggregate, would not have a material adverse effect on the assets, financial condition or results of operations of the Acquired Business. Cookie Co. has made available to the Buyer true and complete copies of the Certificate of Incorporation, as amended to date, and the By-laws, as in effect on the date hereof, of Cookie Co. Cookie LLP has made available to the Buyer true and complete copies of the partnership agreement, as in effect on the date of this Agreement, of Cookie LLP.
Organization and Standing of the Sellers. Each of PMI and BK Metals is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own its properties and assets and to carry on the Business as the same has been and is currently conducted. Each of PMI and BK Metals is duly qualified to transact business in all jurisdictions where the nature of its business or the ownership or leasing of its property requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect.
Organization and Standing of the Sellers. The US Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, its jurisdiction of organization, and has all requisite corporate power and authority to conduct its business as it is presently conducted. The UK Seller is validly incorporated, in existence and duly registered under the laws of England, its jurisdiction of incorporation, and has full power under its Governing Documents to conduct its business as conducted at the date of this Agreement. The Australian Seller is validly incorporated, in existence and duly registered under the laws of Australia, its jurisdiction of incorporation, and has full power under its Governing Documents to conduct its business as conducted at the date of this Agreement. Each Seller has heretofore delivered to Purchasers true and complete copies of the Governing Documents of such Seller.
Organization and Standing of the Sellers. Each of the Sellers and the Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each of the Sellers and the Subsidiaries has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to use its corporate name and to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, would not have a material adverse effect on the assets, financial condition or results of operations of the Acquired Business. Each of the Sellers and the Subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure so to qualify would not have a material adverse effect on the assets, financial condition or results of operations of the Acquired Business. The Sellers have made available to the Buyer true and complete copies of the Certificate of Incorporation, as amended to date, and the By-laws, as in effect on the date hereof, of the Subsidiaries.
