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.
(b) Fenix is duly qualified to do business as a foreign corporation and is in good standing under the Laws of each other state or jurisdiction in which qualification is required by applicable Law.
(c) Fenix has full corporate power and authority to execute and deliver this Agreement and each of its Closing Documents and to perform its obligations under this Agreement and each of its Closing Documents.
(d) Fenix’s execution, delivery and performance of this Agreement and each of its Closing Documents has been duly authorized by all necessary action required by its Organizational Documents and applicable Law.
(e) This Agreement constitutes, and upon Fenix’s execution and delivery of its Closing Documents (and assuming due execution and delivery by the other party or parties, if any), each of Fenix’s Closing Documents will constitute, a legal, valid and binding obligation of Fenix, enforceable against it in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
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.
(b) F5 Finishes is duly qualified to do business as a foreign corporation and is in good standing under the Laws of each other state or jurisdiction in which qualification is required by applicable Law.
(c) F5 Finishes has full corporate power and authority to execute and deliver this Agreement and each of its Closing Documents and to perform its obligations under this Agreement and each of its Closing Documents.
(d) F5 Finishes’ execution, delivery and performance of this Agreement and each of its Closing Documents has been duly authorized by all necessary action required by its Organizational Documents and applicable Law.
(e) This Agreement constitutes, and upon F5 Finishes’ execution and delivery of its Closing Documents (and assuming due execution and delivery by the other party or parties, if any), each of F5 Finishes’ Closing Documents will constitute, a legal, valid and binding obligation of F5 Finishes, enforceable against it in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
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 California, 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.
(b) Except as disclosed on Schedule 4.2(b), the Company is duly qualified to do business as a foreign corporation and is in good standing under the Laws of each other state or jurisdiction in which qualification is required by applicable Law, except where the failure to be so qualified could not reasonably be expected to result in a material liability to the Company.
(c) The Company has full corporate power and authority to execute and deliver this Agreement and each of its Closing Documents and to perform its obligations under this Agreement and each of its Closing Documents.
(d) The Company’s execution, delivery and performance of this Agreement and each of its Closing Documents has been duly authorized by all necessary action required by its Organizational Documents and applicable Law.
(e) This Agreement constitutes, and upon the Company’s execution and delivery of its Closing Documents (and assuming due execution and delivery by the other party or parties, if any), each of its Closing Documents will constitute, a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
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.
(b) Except as disclosed on Schedule 4.2(b), each Standard Company is duly qualified to do business as an extra-provincial corporation and is in good standing under the Laws of each other state or province in which qualification is required by applicable Law.
(c) Each Standard Company has full corporate power and authority to execute and deliver this Agreement and each of its Closing Documents and to perform its obligations under this Agreement and each of its Closing Documents.
(d) Each Standard Company’s execution, delivery and performance of this Agreement and each of its Closing Documents has been duly authorized by all necessary action required by its Organizational Documents and applicable Law.
(e) This Agreement constitutes, and upon each Standard Company’s execution and delivery of its Closing Documents (and assuming due execution and delivery by the other party or parties, if any), each of its Closing Documents will constitute, a legal, valid and binding obligation of the Standard Company, enforceable against it in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
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.
(ii) Each Selling Subsidiary has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party and to perform all obligations to be performed by it thereunder. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby will, as of the Closing, have been duly and validly authorized and approved by all requisite action on the part of each Selling Subsidiary party thereto. As of the Closing Date, each of the Transaction Documents to which any Selling Subsidiary is a party and which are to be delivered on the Closing Date will be, duly and validly executed and delivered by the Selling Subsidiary party thereto and will constitute a legally valid and binding obligation of such Selling Subsidiary, enforceable against such Selling Subsidiary in accordance with its terms, in each case, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.
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 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.
(b) Each KA Entity has full power and authority 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. The execution and delivery by any KA Entity of each Transaction Document, the performance by such KA Entity of its obligations hereunder and thereunder, and the consummation by such KA Entity of the Transactions have been duly authorized by all requisite action on the part of such KA Entity. Each Transaction Document to which any KA Entity is a party has been, or will be, when executed and delivered, duly and validly executed and delivered by such KA Entity 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 Entity, enforceable in accordance with its terms, except as limited by Bankruptcy Laws and Principles of Equity.
Organization, Authorization and Enforceability. (i) To the extent that such Holder is not an individual, such Holder is an entity duly organized, validly existing, and in good standing under the Laws of the jurisdiction in which it is formed, organized or incorporated (as applicable). Such Holder is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.
(ii) The execution and delivery by such Holder of this Agreement, the performance by such Holder of its obligations hereunder and the consummation by such Holder of the transactions contemplated hereby, have been duly authorized by all requisite action on the part of such Holder. This Agreement has been duly executed and delivered by such Holder, and (assuming due authorization, execution and delivery by, and enforceability of this Agreement against, Parent) this Agreement constitutes a legal, valid and binding obligation of such Holder, enforceable against such Holder in accordance with its terms, subject to the Remedies Exception.
(iii) If (x) such Holder is a natural person, (y) such Holder is married and (z) such Holder’s Repurchase Shares constitute community property or if such Holder otherwise requires spousal or other approval for any provisions of this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding agreement of such Holder’s spouse or such other Person, enforceable against such spouse or other Person in accordance with its terms, except as such enforceability may be limited by the Remedies Exception.
Organization, Authorization and Enforceability. (a) Xxxxx MHG Foundation is a nonprofit foundation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.
(b) Each Seller has full power and authority to execute and deliver this Agreement and related documents, and the execution and delivery by each Seller of this Agreement and such related documents and the consummation of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller (as applicable).
(c) This Agreement has been duly and validly executed and delivered by each Seller and constitutes, and the other agreements and instruments to be executed and delivered by each Seller pursuant hereto, upon their execution and delivery by each Seller, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by AsherXino), legal, valid and binding agreements of each Seller, enforceable against each Seller in accordance with their respective terms.
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.
