Organization; Authorization of Transaction. (i) MICO is a corporation duly organized and validly existing under the Laws of the State of Michigan. MICO is duly authorized to conduct business and is in good standing under the Laws of the State of Michigan and does not conduct business in any other state. MICO has all requisite corporate power and authority and all governmental licenses, authorization, permits, registrations, Orders and approvals to carry on the businesses in which it is engaged on the date of this Agreement (the “MICO Permits”), except for those powers, authorizations, licenses, permits, registrations, Orders and approvals the absence of which would not, individually or in the aggregate, reasonably be expected to have a MICO Material Adverse Effect. MICO is in compliance with the terms of the MICO Permits, except where the failure to be in such compliance has not had and would not, individually or in the aggregate, reasonably expected to have a MICO Material Adverse Effect.
Organization; Authorization of Transaction. The Pressutti Family Trust is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Each of the Sellers has full power and authority to execute and deliver this Agreement and to perform his, her, or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of the Sellers, enforceable in accordance with its terms and conditions. None of the Sellers need give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency or other third party in order to consummate the transactions contemplated by this Agreement, except as set forth on Annex 1 attached hereto.
Organization; Authorization of Transaction. Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Seller has full power and authority to execute and deliver this Agreement and each other agreement or instrument to be delivered by it hereunder (the “Seller Related Agreements”), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Seller Related Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action. This Agreement and each Seller Related Agreement has been duly executed and delivered by a duly authorized officer on behalf of Seller. Assuming due and valid authorization, execution and delivery of this Agreement and each Seller Related Agreement by the other parties thereto (if any), this Agreement and the Seller Related Agreements constitute the valid and legally binding obligations of Seller, enforceable against Seller in accordance with their respective terms and conditions, except as such except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Organization; Authorization of Transaction. Generac is a corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin. Generac is duly authorized to conduct business and is in good standing under the laws of each jurisdiction set forth in §3(b) of the Disclosure Schedule, and, except where the lack of such qualification would not have a Material Adverse Effect, there are no other jurisdictions where Generac is required to be so qualified. Generac has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Generac has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Generac, enforceable in accordance with its terms and conditions, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general equitable principles. The Voting Shares Shareholder Consent and any required consents under the Shareholders’ Agreements (each of which will be terminated at or prior to Closing) are the only consent or approval of the holders of the capital stock of Generac required under Wisconsin Law and the Organizational Documents of Generac in connection with the execution, delivery and performance by Generac of this Agreement and the consummation of the transactions contemplated hereby.
Organization; Authorization of Transaction. (i) The Company is a corporation duly incorporated and validly existing under the laws of Ireland and each of its Subsidiaries is a corporation or limited liability company, as applicable, duly organized, validly existing and, with regard to such Subsidiaries not incorporated or formed in Ireland, in good standing (or the local equivalent) under the laws of its jurisdiction of incorporation or formation, as applicable. The Company and each of its Subsidiaries is duly qualified to conduct business and is in good standing (or the local equivalent) under the laws of each jurisdiction where such qualifications are required, except where the lack of such qualifications, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect. The Company and each of its Subsidiaries has full corporate or other power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Each Seller that is not an individual is duly organized, validly existing and, with regard to such Sellers not organized in Ireland, in good standing (or the local equivalent) under the laws of the jurisdiction in which it is organized.
Organization; Authorization of Transaction. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer has full power and authority (including full organizational power and authority) to execute and deliver this Agreement and each of the other agreements to be executed and delivered by it at the Closing and to perform its obligations hereunder and thereunder. This Agreement and each such other agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions except to the extent enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency or moratorium laws, or other laws affecting the enforcement of creditors' rights or by the principles governing the availability of equitable remedies. Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency or any other Person in order to consummate the transactions contemplated by this Agreement, other than those which are disclosed to Shareholder and will be delivered at or prior the Closing.
