Organization, Authority and Good Standing. The Company is a corporation, and Holding is a limited liability company, each duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization. Each Issuer has the organizational power and authority to execute and deliver this Agreement and to perform the provisions hereof.
Organization, Authority and Good Standing. Each of the Obligated Parties
Organization, Authority and Good Standing. New Michxxx xx a duly organized and validly existing corporation in good standing under the laws of its jurisdiction of incorporation and has full power and authority to own the properties and assets and to carry on the business which it now owns and carries on. New Michxxx xx duly qualified and in good standing as a foreign corporation in each jurisdiction wherein the nature of the property owned or leased by it or the nature of the business transacted by it makes such qualification necessary, except where the failure to so qualify would not have a material and adverse effect on the business, operations, properties, prospects, assets or condition, financial or other, of New Michxxx xxx its Subsidiaries taken as a whole.
Organization, Authority and Good Standing. The Company is a duly organized and validly existing corporation in good standing under the laws of Missouri and has full power and authority to own the properties and assets and to carry on the business which it now owns and carries on. The Company is duly qualified and in good standing as a foreign corporation in each jurisdiction wherein the nature of the property owned or leased by it or the nature of the business transacted by it makes such qualification necessary.
Organization, Authority and Good Standing. The Company is a company duly incorporated, validly existing, and in good standing under the laws of England. The Company has full corporate power and authority to carry on its business as now conducted and possesses all governmental and other permits, licenses, and other authorization to own, lease, or operate its assets and properties as now owned, leased, and operated and to carry on its business as presently conducted.
Organization, Authority and Good Standing. (a) Formation and Authority of Seller. Seller has been duly formed and is --------------------------------- validly existing and in good standing as a limited partnership under the Texas Revised Limited Partnership Act, with the partnership power and authority necessary to own its property and to conduct the Business as currently conducted and to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized, executed and delivered by Holding, on behalf of Seller, and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, and each of the other agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith has been duly authorized and upon execution and delivery by Holding, on behalf of Seller, will constitute a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, in each case, subject to the effects of the Bankruptcy Exceptions. Holding is the sole general partner of Seller, and owns a 1.2668% general partnership interest in Seller, and the persons listed in Section 3.1(a) of the Disclosure Schedule own an aggregate 98.7332% limited -------------- partnership interest in Seller.
Organization, Authority and Good Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and further that the Company is qualified as a foreign corporation in all jurisdictions in which such qualification is required; provided, however, that the Company need not be qualified in a jurisdiction in which its failure to qualify would not have a material adverse effect on the business, assets (including intangible assets), financial condition, results of operations or liabilities of the Company in excess of $100,000, whether individually or in the aggregate (hereinafter referred to as a “Material Adverse Effect”). The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Stockholders’ Agreement (as defined below), to issue the Series E Preferred Stock, Warrants and the Common Stock issuable upon conversion of the Series E Preferred Stock and exercise of the Warrants, and to perform the obligations hereunder on its part to be performed.
Organization, Authority and Good Standing. Except as set forth in Schedule 7.3, each of the Obligated Parties,
Organization, Authority and Good Standing. The Company is a company duly organized, validly existing, and in good standing under the laws of Queensland, Australia. The Company has full corporate power and authority to carry on its business as now conducted and possesses all governmental and other permits, licenses, and other authorization to own, lease, or operate its assets and properties as now owned, leased, and operated and to carry on its business as presently conducted.
Organization, Authority and Good Standing. Technologies is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Technologies has full corporate power and authority to make, execute and perform this Agreement and the transactions contemplated hereby. This Agreement is a valid and binding obligation of Technologies enforceable in accordance with its terms.
