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. 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. Buyer is a corporation, 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 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. 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. 5.1.1 Seller is a corporation duly incorporated and validly existing under the laws of the Commonwealth of Kentucky, 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. Except for a 50% ownership interest in Glasgow Pharmaceutical Corporation, Seller does not own, directly or indirectly, any equity ownership interest in any corporation or other type of business organization or association.
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. 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. 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.
