Organization; Capacity. If the Stockholder is an entity, the Stockholder is duly organized, validly existing and (where applicable) in good standing under the Laws of the jurisdiction of its organization. If the Stockholder is an individual, the Stockholder is of full age and capacity and of sound mind as of the date of this Agreement.
Organization; Capacity. If such Investor is not an individual, it is a partnership or corporation organized under the laws of the jurisdiction as indicated under its name on the signature page of this Agreement, with full authority (corporate or otherwise) to make and perform its obligations under this Agreement. If such Investor is an individual, such Investor is SUI JURIS and of full capacity to make and perform his or her obligations under this Agreement.
Organization; Capacity. Schedule 4.1 contains a list of the jurisdiction of incorporation or organization for each Seller and the other jurisdictions in which each Seller is qualified to do business as a foreign corporation or limited liability company. With the exception of Houston Rehabilitation Associates, each Seller is a corporation or a limited liability company, in each instance is duly organized and validly existing in good standing under the Laws of the state of its organization with full power and authority to own its properties and conduct its business in the place and manner now conducted. Houston Rehabilitation Associates is a Delaware general partnership. Each Seller is duly qualified to do business and in good standing in each jurisdiction in which the Facility that it operates is located. The execution and delivery by each Seller of this Agreement and documents described herein to which it is a party, the performance by each Seller of its obligations under this Agreement and documents described herein to which it is a party and the consummation by each Seller of the Contemplated Transactions and documents described herein to which it is a party, as applicable, have been duly authorized and approved by all necessary corporate, limited liability company or general partnership actions on the part of Sellers, none of which actions has been modified or rescinded and all of which actions remain in full force and effect.
Organization; Capacity. Schedule 5.1 contains a list of the jurisdiction of incorporation or organization for each Buyer. Each Buyer is a corporation or limited liability company, in each instance duly organized and validly existing in good standing under the Laws of the state of its organization. Buyers have the requisite power and authority to enter into this Agreement and all other agreements and documents to which Buyers will become a party hereunder, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions.
Organization; Capacity. Each Loan Party and Designated Affiliate is an entity duly existing under the laws of the state or province in which it is organized or imported, as applicable, and qualified and licensed to do business in any state or province in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect. Each Loan Party has the full power, authority, and legal right to execute and deliver, and to perform and observe the provisions of this Agreement, the other Loan Documents, and any other document, agreement, certificate, or instrument executed in connection with the Loan, and to carry out the contemplated transactions.
Organization; Capacity. Seller is a corporation duly organized and validly existing under the laws of the State of Pennsylvania, with full 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 all its obligations. Seller has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder. Shareholder has full legal capacity and authority to execute and deliver this Agreement and perform all of its obligations hereunder.
Organization; Capacity. The Purchaser is duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to conduct its business as it is presently being conducted and to own and lease its properties and assets.
Organization; Capacity. Titanium is a corporation validly existing and in good standing under the laws of the State of Nevada. Titanium has all requisite right, power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.
Organization; Capacity. The response shall at a minimum include: • Details describing their general organizational capacity. to support the State and its Customers under any resulting contract. • Key Personnel - Offeror shall describe their Key Personnel that would support any resulting contract. Offerors shall provide evidence of their training relevant to their role under a resultant contract, experience and performance in supporting similar customers, with particular deference to other state and local government customers. The response shall indicate which of these individual(s) would have direct responsibility and control over any portion of work performed under a resulting contract and the percentage of total work performed under a this contract. • Experience in Industry. Offeror shall describe their experience in the provision of products and services as stated in this RFP. This description shall supplement and further detail any information provided in item 1 above.
Organization; Capacity. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is currently being conducted. The Company is duly licensed or qualified and in good standing (with respect to jurisdictions that recognize the concept of good standing) to do business as a foreign corporation in each jurisdiction in which the nature of its business or the ownership, lease or operation of its properties or assets makes such license or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not result in a material Liability to the Company and its Subsidiaries, taken as a whole.
(b) Each Subsidiary of the Company: (i) is duly organized and validly existing and, with respect to Subsidiary HoldCo and each of its direct Subsidiaries, in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Laws of its jurisdiction of organization; (ii) has all requisite corporate, partnership, limited liability company or other organizational, as applicable, power and authority to own, lease and operate its properties and assets and to conduct its business as it is currently being conducted; and (ii) is duly licensed or qualified and in good standing (with respect to jurisdictions that recognize the concept of good standing) to do business as a foreign corporation, partnership, limited liability company or other legal entity, as applicable, in each jurisdiction in which the nature of its business or the ownership, lease or operation of its properties or assets makes such license or qualification necessary, except, in each case, where the failure to be so licensed, qualified or in good standing would not result in a material Liability to the Company and its Subsidiaries, taken as a whole.
(c) The Company has provided or otherwise made available to Buyer copies of the Governance Documents of the Company as in effect on the Closing Date.
