Organization, Authority, Etc. Purchaser is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. Purchaser has all requisite power and authority to enter into and perform its obligations under the Transfer Documents.
Organization, Authority, Etc of Stealth Maritime. Stealth Maritime is a corporation duly organized, validly existing and in good standing under the laws of Liberia, with all requisite corporate authority to conduct its business as it is now being conducted and to own its properties and to lease those properties leased by it.
Organization, Authority, Etc of the Owner. The Owner is a corporation duly organized, validly existing and in good standing under the laws of the Xxxxxxxx Islands, with all requisite corporate authority to own and operate the Vessel. The Owner has not conducted any business except business related to the ownership and operation of the Vessel nor does the Owner have any assets or liabilities other than those associated with the Vessel and such business.
Organization, Authority, Etc. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California and has all requisite limited liability company power and authority to own or lease and operate its properties and assets and to carry on its business as now conducted. The Company has all requisite limited liability company power and authority to enter into this Agreement, to issue the Units and to perform its obligations hereunder.
Organization, Authority, Etc. (a) Maker's execution and delivery of this Note and the enforceability against Maker of the transactions hereby contemplated, including the HUD Financing and the JDA Financing, have been duly authorized by all requisite limited liability company action; (b) this Note has been duly and validly executed and delivered by Maker and constitutes Maker's legal, valid and binding obligation; (c) the execution and delivery of this Note by Maker does not, and the performance by it of the transactions hereby contemplated will not result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under its Articles of Organization or Operating Agreement or any terms, conditions or provisions of any note, debenture, security agreement, lien, mortgage or other agreement, instrument or obligation, oral or written, to which Maker is a party (whether as an original party or as an assignee or successor) or by which it or any of its properties is or will be bound; (d) except as set forth in EXHIBIT A annexed hereto, Maker has all licenses, permits, approvals, franchises, registrations, accreditations, authorizations, variances and the like (the "PERMITS") necessary for the conduct of its intended business after closing the acquisition pursuant to the Asset Purchase Agreement (the "Acquisition"), all of which are in full force and effect; (e) no approval or consent by any third party or governmental authority under any statutes, regulations or the Permits (collectively, "GOVERNMENTAL REGULATIONS") is required in connection with Maker's execution and delivery of this Note and the transactions hereby contemplated; and (f) Maker has provided Payee with true and complete copies of the JDA Commitment letter and all amendments thereto and extensions thereof and to the knowledge of the Maker, the JDA Commitment is in full force and effect.
Organization, Authority, Etc. (a) Seller (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has all the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on the business of the Division as now being conducted and (iii) has all necessary corporate power and authority to enter into this Agreement and the Transaction Documents and to perform its obligations as contemplated hereunder and thereunder. All action necessary to be taken by Seller to authorize the execution, delivery and performance of this Agreement and all other Transaction Documents delivered and to be delivered by it in connection herewith has been duly and validly taken. This Agreement constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(b) Xxxxx (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has all the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and (iii) has all necessary corporate power and authority to enter into this Agreement and the Transaction Documents and to perform its obligations as contemplated hereunder and thereunder. All action necessary to be taken by Xxxxx to authorize the execution, delivery and performance of this Agreement and all other Transaction Documents delivered and to be delivered by it in connection herewith has been duly and validly taken. This Agreement constitutes the valid and binding obligation of Xxxxx, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Organization, Authority, Etc. Seller (i) is a company duly organized, validly existing and in good standing under the laws of the State of Florida, (ii) has all the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and (iii) has all necessary corporate power and authority to enter into this Agreement and the Transaction Documents and to perform its obligations as contemplated hereunder and thereunder. All action necessary to be taken by Seller to authorize the execution, delivery and performance of this Agreement and all other Transaction Documents delivered and to be delivered by it in connection herewith has been duly and validly taken. This Agreement constitutes the valid and binding obligation of Seller and Xxxxxxx, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Organization, Authority, Etc. The Company is a corporation duly incorporated and validly existing under and by virtue of the laws of the State of Delaware and has all requisite corporate power to own or lease and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted; is duly qualified or licensed to do business and is in good standing as a foreign corporation in all jurisdictions in which it owns or leases property or in which the conduct of its business requires it so to qualify or be licensed, except where the failure to be so licensed or qualified could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the assets, business, properties or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted) (a “Material Adverse Effect”); and has all requisite corporate power to enter into this Agreement, to issue the Exchange Notes and the Class A Common Shares and to perform its obligations hereunder.
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Organization, Authority, Etc. Borrower is a corporation, duly organized, validly existing and in good standing under the laws of the State of Texas and is qualified to transact business in the State of Louisiana and Mississippi, and in all other jurisdictions where such qualification is necessary. Borrower is authorized to execute this Agreement, the Revolving Note, and all other Loan Documents (hereinafter defined), and those documents or instruments, when executed and delivered will be valid and binding obligations of Borrower, enforceable in accordance with their terms and do not violate the provisions of the Articles of Incorporation or Bylaws of Borrower, or any contract, agreement, law or regulation to which Borrower is subject.
