Organization; Corporate Authority. Guarantor (i) is a corporation duly organized, validly existing and in good standing under the laws of its state of formation, and (ii) has all requisite corporate power and authority to own its assets and to carry on the business in which it is engaged and to execute, deliver and perform its obligations under this Guaranty.
Organization; Corporate Authority. Guarantor (1) is duly incorporated and validly existing under the laws of its jurisdiction of incorporation, and (2) has all requisite company power and authority to execute, deliver and perform its obligations under this Guaranty. Guarantor is not subject to any current orders for winding up, or appointment of a receiver or liquidator or to any notice of any proposed deregistration.
Organization; Corporate Authority. The Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has all requisite power and authority (corporate or otherwise) to own, lease and operate its assets and properties and to carry on its business as presently conducted and as presently proposed to be conducted. The Purchaser is duly qualified and in good standing to transact business as a foreign Person in those jurisdictions set forth on Schedule 5.1, which constitute all of the jurisdictions in which the character of the property owned, leased or operated by the Purchaser or the nature of the business or activities conducted by the Purchaser makes such qualification necessary. The Seller Group has been furnished with true, correct and complete copies of the Purchaser's Charter Documents, in each case as amended and in effect on the date this representation is being made and is deemed made hereunder.
Organization; Corporate Authority. The Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has all requisite power and authority (corporate or otherwise) to own, lease and operate its assets and properties and to carry on its business as presently conducted and as presently proposed to be conducted. The Purchaser is duly qualified and in good standing to transact business as a foreign Person in those jurisdictions set forth on SCHEDULE 6.1, which constitute all the jurisdictions in which the character of the property owned, leased or operated by the Purchaser or the nature of the business or activities conducted by the Purchaser makes such qualification necessary. The Sellers have been furnished with true, correct and complete copies of the Purchaser's Charter Documents, in each case as amended and in effect on the date hereof.
Organization; Corporate Authority. Alliance is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has all requisite power and authority (corporate or otherwise) to own, lease and operate its assets and properties and to carry on its business as presently conducted and as presently proposed to be conducted.
Organization; Corporate Authority. Such Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has all requisite power and authority (corporate or otherwise) to own, lease and operate its assets and properties and to carry on its business as presently conducted and as presently proposed to be conducted. Such Purchaser is duly qualified and in good standing to transact business as a foreign Person in those jurisdictions set forth on Schedule 4.1, which, as of the date hereof, constitute all the jurisdictions in which the character of the property owned, leased or operated by such Purchaser or the nature of the business or activities conducted by such Purchaser makes such qualification necessary.
Organization; Corporate Authority. The Company is duly organized and validly existing under the laws of its jurisdiction of organization and has full corporate power and authority to execute, deliver and perform this Agreement;
Organization; Corporate Authority. The Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has all requisite power and authority (corporate or otherwise) to own, lease and operate its assets and properties and to carry on its business as presently conducted and as presently proposed to be conducted. The Seller has been furnished with true, correct and complete copies of the certificate of incorporation (the "Purchaser's Charter") and by-laws (the "Purchaser's By-laws"), of Purchaser in each case as amended and in effect on the date hereof.
Organization; Corporate Authority. (a) Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the Commonwealth of Virginia. Purchaser has the necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and each of the Related Documents to which it is or will be a party and to consummate the transactions contemplated hereby and thereby.
(b) The execution and delivery by Purchaser of this Agreement and each Related Document to which it is or will be a party, the performance of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary action on the part of Purchaser, none of which actions have been modified or rescinded and all of which actions remain in full force and effect. This Agreement and each Related Document to which Purchaser is or will be a party has been or upon the execution thereof will be, duly and validly executed and delivered by a duly authorized representative of Purchaser, and constitutes, or upon its execution and delivery by Purchaser will constitute, a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.
Organization; Corporate Authority. Seller is a corporation duly organized and validly existing under the laws of the State of Delaware and is qualified to do business as a foreign corporation in the State of Rhode Island. Seller has the legal and corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement.
