Organization, Authorization and Enforceability. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of New York, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform its obligations under all Contracts.
Organization, Authorization and Enforceability. (a) Fenix is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform its obligations under all Contracts.
Organization, Authorization and Enforceability. (a) F5 Finishes is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform its obligations under all Contracts.
Organization, Authorization and Enforceability. Halcyon is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Maryland with full power and authority to carry on its business as it is now being conducted and to own, operate, and lease its properties and assets. Halcyon has full power and authority, and Halcyon Members have the requisite legal capacity, to execute and deliver this Agreement and each other Transaction Document to which it, he or she is a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Halcyon of each of the Transaction Documents to which it is a party have been duly authorized by all necessary action on the part of Halcyon. This Agreement and the other Transaction Documents have been duly and validly executed and delivered by each Halcyon Party who is party thereto and constitute legal, valid and binding obligations of such Halcyon Party, enforceable against such Halcyon Party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at Law or in equity) (the “Standard Exceptions”).
Organization, Authorization and Enforceability. (a) Each Standard Company is a corporation duly organized, validly existing and in good standing under the Laws of the province of its incorporation, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform its obligations under all Contracts.
Organization, Authorization and Enforceability. (a) Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of Canada, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform its obligations under all Contracts.
Organization, Authorization and Enforceability. (i) Each Selling Subsidiary is the type of entity set forth across from its name on Schedule 4.1(z), duly organized, validly existing and in good standing under the Laws of its jurisdiction and has the requisite power and authority to own or lease its assets and to conduct its business as it is now being conducted. The Seller owns, directly or indirectly, all of the equity interests of each of its Selling Subsidiaries, and the Seller has the requisite power and authority to deliver, or cause its Selling Subsidiaries to deliver, to the Buyer their respective Acquired Properties at the Closing. The Seller and each Selling Subsidiary is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except where such failures to be so licensed or qualified would not, individually or in the aggregate, result in a Material Adverse Effect.
Organization, Authorization and Enforceability. If such KA Owner is not an individual, such KA Owner is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation. Such KA Owner has full power, authority and legal capacity to execute and deliver each Transaction Document to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the Transactions. Each Transaction Document to which such KA Owner is a party has been, or will be, when executed and delivered, duly and validly executed and delivered by such KA Owner and, assuming the due authorization, execution and delivery thereof by the Buyer Affiliates party thereto, constitutes, or when executed and delivered, will constitute, the valid and legally binding obligation of such KA Owner, enforceable in accordance with its terms, except as limited by Bankruptcy Laws and Principles of Equity.
Organization, Authorization and Enforceability. (a) Each KA Entity is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation or organization and has full power and authority to own, lease and operate its assets and to carry on its business as presently conducted. Each KA Entity is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the assets owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for any failures to be so qualified or licensed or in good standing that would not result in a KA Material Adverse Effect. KACALP has delivered to the Buyers complete and correct copies of the Organizational Documents of each KA Entity, each of which are in full force and effect. No KA Entity is, or since January 1, 2013 has been, in violation of its Organizational Documents.
Organization, Authorization and Enforceability. (a) Each Ares Operating Group Entity is duly formed, validly existing, and in good standing under the Laws of the State of Delaware and has full power and authority to own, lease and operate its assets and to carry on its business as presently conducted. Each Ares Operating Group Entity is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the assets owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for any failures to be so qualified or licensed or in good standing that would not result in an Ares Material Adverse Effect. The Buyers have delivered to the KA Parties complete and correct copies of the Buyers’ Organizational Documents, each of which are in full force and effect. Neither AH LP nor AI LP is in violation of its Organizational Documents.
