Organization and Standing; Power and Authority. Radius is a corporation duly organized and validly existing under the laws of the State of Delaware and has the requisite corporate power and authority to (a) own and operate its properties and assets, (b) conduct its business as currently conducted, (c) execute and deliver this Agreement and the Amended and Restated Stockholders’ Agreement among Radius and the other parties thereto including those summarized in the Term Sheet in the form attached as Attachment A, with such changes and additional provisions as may be made by Radius after the date hereof in connection with the negotiation by Radius of the closing documents for the Series A-1 Financing with prospective investors in the Series A-1 Financing (the “Stockholders’ Agreement” and collectively with this Agreement the “Transaction Documents”), (d) issue and sell the Series A-5 Preferred Stock, and (e) perform its obligations pursuant to the Transaction Documents and the Restated Certificate.
Organization and Standing; Power and Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California. Seller has full corporate power and authority to own or lease, as applicable, the Acquired Assets, to carry on the Business as now being conducted, and, subject to the Bankruptcy Court approvals contemplated by Sections 7.1(a) and (b), to make and perform this Agreement and, to the extent it is a party thereto, the other agreements and instruments to be delivered at the Closing pursuant to Section 5.2 (collectively, the "Seller Agreements") and to consummate the transactions contemplated by this Agreement and the Seller Agreements. Seller is the only business enterprise, firm or corporation through which the Business is conducted. Seller is qualified to do business and is in good standing in the State of California and each other jurisdiction in which the failure to so qualify as a foreign corporation would have a Seller Material Adverse Effect. This Agreement and the Seller Agreements have been, or upon execution and delivery thereof will be, duly executed and delivered by Seller. This Agreement and the Seller Agreements have been duly authorized by all necessary corporate action of Seller, and when executed and upon approval by the Bankruptcy Court as contemplated by Sections 7.1(a) and (b), shall constitute the valid and binding obligations of Seller, enforceable in accordance with their respective terms.
Organization and Standing; Power and Authority. Transferor is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois, and has full corporate power and authority to operate the Plant, to own or lease the Acquired Assets, and to enter into and perform this Agreement and the transactions and other agreements and instruments contemplated by this Agreement. This Agreement and all other agreements and instruments executed and delivered or to be executed and delivered by Transferor in connection herewith (collectively, the "Transaction Documents") have been, or upon execution thereof will be, duly executed and delivered by Transferor, as the case may be. This Agreement and the transactions and other agreements and instruments contemplated hereby have been duly approved by the board of directors of Transferor and constitute the valid and binding obligations of Transferor, enforceable in accordance with their respective terms.
Organization and Standing; Power and Authority. HON is a corporation duly organized, validly existing and in good standing under the laws of the State of Iowa, and has full corporate power and authority to operate its business, to own or lease its assets and to enter into and perform this Agreement and the transactions and other agreements and instruments contemplated by this Agreement. HON is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the ownership or lease of its assets or the operation of its business requires such qualification, except where the failure to be so qualified or licensed would not have a Material Adverse Effect on HON. This Agreement and all other Transaction Documents to be executed and delivered by HON in connection herewith have been, or upon execution thereof will be, duly executed and delivered by HON. This Agreement and the transactions and other agreements and instruments contemplated hereby have been duly approved by the Board of Directors of HON, in accordance with applicable law, and constitute the valid and binding obligations of HON, enforceable in accordance with their respective terms.
Organization and Standing; Power and Authority. Transferor is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois, and has full corporate power and authority to operate the Business, to own or lease the Acquired Assets, to carry on the Business as now being conducted, and to enter into and perform this Agreement and the transactions and other agreements and instruments contemplated by this Agreement. This Agreement and all other agreements and instruments executed and delivered or to be executed and delivered by Transferor in connection herewith (collectively, the "Transaction Documents") have been, or upon execution thereof will be, duly executed and delivered by Transferor, as the case may be. This Agreement and the transactions and other agreements and instruments contemplated hereby have been duly approved by the board of directors of Transferor, and the board of directors of Parent, and constitute the valid and binding obligations of Transferor, enforceable in accordance with their respective terms.
Organization and Standing; Power and Authority. Buyer is a municipal corporation duly organized and validly existing under the laws of the state of Washington. Except for the approval of Buyer’s Board authorizing Buyer’s purchase of the Real Property and Assets, no authorizations or approvals, whether of governmental bodies or otherwise, will be necessary in order for Buyer to enter into this Agreement and to perform its obligations as set forth herein. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereunder, will conflict with or result in the breach of any law, regulation, writ, injunction or decree of any court or governmental instrumentality applicable to Buyer.
Organization and Standing; Power and Authority. Seller is a non-profit corporation, duly organized, validly existing and in good standing under the laws of the state of Washington. This Agreement has been duly authorized, executed and delivered by Seller, and assuming it is executed and delivered by Buyer, this Agreement is valid and binding obligation of Seller. No other authorization or approvals, whether of governmental bodies or otherwise, will be necessary in order for Seller to enter into this Agreement. Neither the execution and delivery of this Agreement, nor the consummation of transactions contemplated hereunder, will (i) conflict with or result in the breach of any law, regulation, writ, injunction or decree of any court or governmental instrumentality applicable to Seller; or (ii) constitute a breach of any evidence of indebtedness or agreement to which Seller is a party or by which Seller is bound. Seller has the full power and authority to own the Real Property and Assets and to carry out the transactions contemplated hereby.
Organization and Standing; Power and Authority. Each of Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. Seller has full corporate power and authority to operate the Business, to own or lease the Acquired Assets, and to carry on the Business as now being conducted. Each of Seller has full corporate power and authority to enter into and perform this Agreement and the transactions and other agreements and instruments contemplated by this Agreement. Seller has no subsidiary corporations, owns no direct or indirect interest in any other business enterprise, firm or corporation, and is the only business enterprise, firm or corporation through which the Business is conducted, or which owns, leases or uses assets related to the Business. Seller is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the ownership or lease of the Acquired Assets or the operation of the Business requires such qualification. This Agreement and each of the other agreements and instruments executed and delivered, or to be executed and delivered, in connection herewith (collectively, “Transaction Documents”), have been (or, upon execution thereof, will be) duly executed and delivered by, and constitute (or, upon execution thereof, will constitute) the valid and binding obligations of each Seller Party that is a party thereto, enforceable in accordance with their respective terms.
Organization and Standing; Power and Authority. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida and has full power and authority to enter into and perform this Agreement and the transactions and other agreements and instruments contemplated by this Agreement. Buyer was formed on July 1, 2010 for the purpose of entering into this Agreement and has no operations prior to the Closing. This Agreement and each of the other Transaction Documents to which Buyer is a party have been (or, upon execution thereof, will be) duly executed and delivered by, and constitute (or, upon execution thereof, will constitute) the valid and binding obligations of Buyer, enforceable in accordance with their respective terms.
Organization and Standing; Power and Authority. (i) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the District of Columbia, and has full corporate power and authority to make and perform this Agreement, and to perform the transactions contemplated by this Agreement.
