ORGANIZATION, AUTHORIZATION, ETC. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Schedule 3.1 sets forth a list of each jurisdiction in which Seller is required, based on the property owned, leased or operated by it or the operation of the Business as currently conducted by it, to be authorized to conduct business as a foreign limited liability company, except as would not reasonably be expected to result in any Liability that is material to the Business or otherwise impair the conduct of the Business in any material respect and Seller is duly authorized to conduct business as a foreign limited liability company and is in good standing in each such jurisdiction. Seller has all requisite power and authority to own or use the properties and assets that it purports to own or use and to conduct the Business as it is now being conducted. Seller has full power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party, the performance of Seller’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary proceedings on the part of Seller. This Agreement has been, and when executed and delivered the Ancillary Agreements to which it is a party will be, duly executed and delivered by Seller and constitute and (assuming due authorization, execution and delivery by Buyer) will constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “General Enforceability Exceptions”).
ORGANIZATION, AUTHORIZATION, ETC. REI is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas. All necessary corporate action on the part of REI to authorize the entering into and performance of this Agreement has been duly and validly taken. This Agreement is a valid and binding obligation of REI.
ORGANIZATION, AUTHORIZATION, ETC. Resources is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. All necessary corporate action on the part of Resources to authorize the entering into and performance of this Agreement has been duly and validly taken. This Agreement is a valid and binding obligation of Resources.
ORGANIZATION, AUTHORIZATION, ETC. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California. Seller has full power and authority to execute and deliver this Agreement and the Ancillary Agreements to which Seller is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which Seller is a party, the performance of Seller’s obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of Seller, and no other action is necessary on the part of such Seller to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate such transactions. This Agreement has been, and as of the Closing all of the Ancillary Agreements to be delivered by Seller will be, duly executed and delivered by Seller, and, assuming the due execution of Buyer and any other parties thereto (other than Seller), constitutes (or will constitute) the valid and legally binding obligation of Seller, enforceable against Seller in accordance with their terms, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, rehabilitation, receivership, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of insurance companies generally, and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
ORGANIZATION, AUTHORIZATION, ETC. Each Obligor is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and has all requisite power and authority to execute, deliver and perform its obligations under this Supplemental Agreement and the Amended Note Purchase Agreements. The execution and delivery of this Supplemental Agreement and the performance of this Supplemental Agreement and the Amended Note Purchase Agreements have been duly authorized by all necessary action on the part of each Obligor. This Supplemental Agreement and the Amended Note Purchase Agreements are legal, valid and binding obligations of the Obligors, enforceable against the Obligors in accordance with their respective terms, except as enforceability may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights and remedies generally and (b) general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law).
ORGANIZATION, AUTHORIZATION, ETC. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Kansas, and has all requisite power and authority to execute, deliver and perform its obligations under this Supplemental Agreement. The execution, delivery and performance of this Supplemental Agreement have been duly authorized by all necessary action on the part of the Company. This Supplemental Agreement is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws relating to or affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
ORGANIZATION, AUTHORIZATION, ETC. The Seller is a not-for-profit Alabama professional corporation, and is validly existing under the laws of the jurisdiction of its organization, and has all requisite power and authority to execute and deliver and, subject to applicable law, perform this Agreement and to consummate the transactions contemplated hereby. Section 3.1 of the Disclosure Statement contains all resolutions adopted by the Board of Directors of the Seller approving the matters covered or contemplated by this Agreement.
ORGANIZATION, AUTHORIZATION, ETC. (a) Each of the Companies is a corporation or limited liability company duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of incorporation, organization or formation.
(b) Each Company (i) has full corporate or limited liability company power to own all of its properties and assets and to carry on its business as it is now being conducted and (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the conduct of its business requires it to be so qualified, except where failure to be so qualified or in good standing would not have an Aurora Material Adverse Effect.
(c) Neither the execution and delivery of this Agreement nor performance by any Seller of its obligations hereunder does or will (i) conflict with any Company's certificate of incorporation or by-laws, limited liability company agreement or other constitutive documents or (ii) except as listed in Schedule 3.1(c), (x) conflict with or result in a breach of (or give rise to any right of termination or acceleration of) any term of, or require any consent under, any lease, contract or other agreement or instrument by which any Company is bound or with respect to which any Company is an obligor or guarantor or to which any property or asset of any Company is subject, (y) give rise to any Encumbrance upon any assets or property of any Company, or (z) violate any judgment or order of any Governmental Authority to which any Company is subject, except where such conflict, breach, Encumbrance or violation would not have an Aurora Material Adverse Effect.
(d) Sellers have delivered to Buyer true and complete copies of the certificate of incorporation and by-laws, limited liability company agreement or other constitutive documents of each of the Companies.
(e) Schedule 3.1(e) sets forth as to each Company its jurisdiction of incorporation or formation and the jurisdictions in which it is qualified to do business as a foreign corporation or foreign limited liability company.
ORGANIZATION, AUTHORIZATION, ETC. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Michigan. Buyer has full limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party, the performance of Buyer’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company proceedings on the part of Buyer. This Agreement has been, and when executed and delivered the Ancillary Agreements to which it is a party will be, duly executed and delivered by Buyer and constitute and (assuming due authorization, execution and delivery by Seller) will constitute the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms, except as such enforceability may be limited by the General Enforceability Exceptions.
ORGANIZATION, AUTHORIZATION, ETC. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the Note Purchase Agreement and Notes (each as amended hereby). The execution and delivery of this Agreement and the performance of this Agreement and the Note Purchase Agreement and Notes (each as amended hereby) have been duly authorized by all necessary action on the part of the Company. This Agreement and the Note Purchase Agreement and Notes (each as amended hereby) are legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights and remedies generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
