Organization, Authorization and Validity. Purchaser is a corporation organized under the laws of the State of Delaware. Purchaser is duly organized, validly existing and in good standing and has full power and authority to carry on its business as presently conducted. Purchaser has full corporate power and authority to enter into this Agreement and the other documents and instruments to be executed and delivered by it pursuant hereto and to carry out its obligations hereunder and thereunder. The execution, delivery and performance by Purchaser of this Agreement and the other documents and instruments to be executed and delivered by Purchaser pursuant hereto, and the consummation by Purchaser of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action and no other corporate act or proceeding on the part of Purchaser is necessary to authorize the execution and delivery by Purchaser of this Agreement or the other documents or instruments to be executed and delivered by Purchaser pursuant hereto, or the consummation by Purchaser of the transactions contemplated hereby or thereby. This Agreement and the other documents and instruments to be executed and delivered by Purchaser pursuant hereto have been duly and validly executed and delivered by Purchaser and, assuming this Agreement and the other documents and instruments to be executed and delivered by Purchasers pursuant hereto are the valid and binding obligations of such other Persons a party hereto or thereto, constitutes a valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Organization, Authorization and Validity. The Authority is a body corporate and politic and a political subdivision of the Commonwealth duly organized and validly existing under the laws of the Commonwealth and has duly authorized, executed, and delivered this Agreement.
Organization, Authorization and Validity. Each of the Member Jurisdictions is a political subdivision of the Commonwealth duly organized and validly existing under the laws of the Commonwealth, and each has duly authorized, executed, and delivered this Agreement. The obligations of each of the Member Jurisdictions in this Agreement are valid, legal, and binding agreements enforceable against each of the Member Jurisdictions in accordance with the terms of this Agreement.
Organization, Authorization and Validity. The Stockholder is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Stockholder is duly qualified as a foreign limited liability company to do business and is in good standing (to the extent applicable) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect. The Stockholder has the power and authority necessary to execute and deliver the Acquisition Documents to which it is a party, to perform its obligations under such Acquisition Documents and to consummate the Transactions. The execution, delivery and performance of the Acquisition Documents to which the Stockholder is a party by it and the consummation of the Transactions by it have been duly and validly authorized by all necessary action on the part of the Stockholder, and no other proceedings on the part of the Stockholder are necessary to authorize its execution, delivery, and performance of the Acquisition Documents to which it is a party or consummation of the Transactions. The Acquisition Documents to which the Stockholder is a party have been or will be, as the case may be, duly and validly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery by Purchaser and each other party thereto, constitute or will constitute a legal, valid and binding obligation of the Stockholder, enforceable against it in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, or similar Laws affecting creditors’ rights generally or by general equitable principles.
Organization, Authorization and Validity. The Commission is a political subdivision of the Commonwealth duly organized and validly existing under the laws of the Commonwealth and has duly authorized, executed and delivered this Agreement.
Organization, Authorization and Validity. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to own its property and to carry on its business as now being conducted. The Company is duly qualified and/or licensed, as may be required, and in good standing in each of the jurisdictions in which the nature of the business conducted by it or the character of the property owned, leased or used by it makes such qualification and/or licensing necessary, except in such jurisdictions where the failure to be so qualified and/or licensed would not individually or in the aggregate reasonably be expected to have a Company Material Adverse Effect. The Company has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby. Subject only to the approval of this Agreement and the transactions contemplated hereby by the stockholders of the Company as required by the DGCL, the consummation by the Company of the transactions contemplated hereby has been duly authorized by all requisite corporate action of the Company. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, Sub and Grey Wolf Holdings, constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto) will constitute, valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms.
Organization, Authorization and Validity. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all necessary power, legal capacity and authority (i) to conduct its business in the manner in which its business is currently being conducted and to own and use its assets in the manner in which its assets are currently being utilized, (ii) is duly qualified or licensed to do business as a foreign corporation, in good standing in every jurisdiction in which the ownership and use of its property or the conduct of its business requires such qualification, except where the failure to so qualify could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) has all requisite power and authority to execute and deliver this Agreement and the other Documents to which Parent and Merger Sub is a party and perform its obligations hereunder and thereunder, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Documents to which Parent is a party. Parent has heretofore delivered to the Company complete and correct copies of the Organizational Documents of Parent and Merger Sub as presently in effect. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Board of Directors of each of Parent and Merger Sub.
