Organization, Authority and Capacity. The Owner has the full authority and legal capacity necessary to execute, deliver and perform its, his or her obligations under this Agreement and the other Transaction Documents to be executed and delivered by the Owner.
Organization, Authority and Capacity. Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the full power and authority necessary to (i) execute, deliver and perform its obligations under the Acquisition Documents to be executed and delivered by it, and (ii) carry on its business as it has been and is now being conducted and to own and lease the properties and assets which it now owns or leases. Buyer is duly qualified to do business and is in good standing in the State of Florida and in each jurisdiction in which a failure to be so qualified or in good standing would have a Material Adverse Effect on its ability to perform its obligations under the Acquisition Documents.
Organization, Authority and Capacity. Buyer is a corporation, duly organized, validly existing and in good standing under the laws of the State of Georgia. Buyer has the full power and authority necessary to (i) execute, deliver and perform its obligations under the Acquisition Documents to be executed and delivered by it, and (ii) carry on its business as it has been and is now being conducted and to own and lease the properties and assets which it now owns or leases. Buyer is duly qualified to do business and is in good standing in each jurisdiction in which a failure to be so qualified or in good standing would have a material adverse effect on Buyer.
Organization, Authority and Capacity. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute and deliver the Transaction Documents to which it is a party and to perform its obligations thereunder. The Company has full power and authority necessary to own and operate its properties and to carry on its business as now conducted. The Company is duly qualified to do business and is in good standing in each jurisdiction listed on Schedule 5.01 attached hereto, which includes every jurisdiction in which a failure to be so qualified or in good standing would have a Company Material Adverse Effect.
Organization, Authority and Capacity. 1.1. The Buyer is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. The Buyer has the full power and authority necessary to (i) execute, deliver and perform its obligations under the Closing Documents to be executed and delivered by it, and (ii) carry on its business as it has been and is now being conducted and to own and lease the properties and assets which it now owns or leases. Buyer is duly qualified to do business and is in good standing in each jurisdiction in which a failure to be so qualified or in good standing would have a material adverse effect on its ability to perform its obligations under the Closing Documents.
Organization, Authority and Capacity. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois. Seller has the full power and authority to carry on its business as it has been and is now being conducted and to own and lease the properties and assets which it now owns or leases. Seller has the full power and authority (in the case of Seller, the corporate authority) necessary to execute, deliver and perform its obligations under the Acquisition Documents to be executed by it. Seller is duly qualified to do business and is in good standing in every jurisdiction in which the failure to be so qualified or in good standing would have a Seller Material Adverse Effect. Set forth on Schedule 2.1 is a list of all jurisdictions in which Seller is required to be qualified as a foreign corporation by reason of its ownership or operation of the Business.
Organization, Authority and Capacity. Oasis is a corporation, duly organized, validly existing, and in good standing under the laws of the State of Georgia, and has the full corporate power and authority necessary to (a) execute, deliver and perform its obligations under this Agreement and the other documents and instruments to be executed and delivered by Oasis pursuant to this Agreement (collectively, the "Share Exchange Documents") and (b) carry on its business as it has been and is now being conducted and to own and lease the properties and assets which it now owns or leases. Oasis is duly qualified to do business and is in good standing in the jurisdictions set forth in Schedule 5.01, which includes every state of the United States in which the conduct of the business and the ownership of such properties and assets requires it to be so qualified.
Organization, Authority and Capacity. Rainwire is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Rainwire has the full power and authority necessary to (a) execute, deliver and perform its obligations under the Share Exchange Documents to be executed and delivered by it, and (b) carry on its business as it has been and is now being conducted and to own and lease the properties and assets which it now owns or leases. Rainwire is duly qualified to do business and is in good standing in the jurisdictions set forth on Schedule 6.01, which includes every state of the United States in which the conduct of the business and the ownership of such properties and assets requires it to be so qualified.
Organization, Authority and Capacity. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan, is in good standing as a foreign corporation qualified to do business in such other states where the nature of its business conducted or the character of the assets owned requires such qualification, and has full corporate power and authority to own, lease and operate its assets and properties and, carry on its business as and where such assets and properties are now owned or leased and as such business is presently being conducted. Shareholder and the Company have full power, authority, and legal capacity to execute, deliver, and perform this Agreement in accordance with its terms, and such execution, delivery and performance has been approved by all requisite corporate action by the Company. This Agreement has been duly executed and delivered by Shareholder and the Company and constitutes the legal, valid and binding obligation of Shareholder and the Company, enforceable against Shareholder and the Company in accordance with its terms.
Organization, Authority and Capacity. Schedule 3.1 contains a complete and accurate list of each Transferor’s jurisdiction of formation and any other jurisdictions in which it is qualified to do business as a foreign entity. Each Transferor is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. Each Transferor has the full power and authority necessary to: (i) execute, deliver and perform its obligations under this Agreement, (ii) carry on its business as it has been and is now being conducted, and (iii) own and lease the properties and assets which it now owns or leases. Each Transferor is duly qualified to do business and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification. Schedule 3.1 also sets forth each assumed name, fictitious name or other trade name under which each Transferor has conducted business within the preceding five (5) years and, if applicable, the jurisdiction(s) in which any filings with respect to the name have been made.
