Organization, Corporate Power and Authority. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of California and is duly qualified to do business as a foreign corporation in the jurisdictions in which Buyer conducts its business, except where the failure to so qualify will not have a material adverse effect on Buyer’s ability to perform its obligations under the Transaction Documents. Buyer has all requisite corporate power and authority to execute and deliver the Transaction Documents to which it is a party and to perform its obligations thereunder.
Organization, Corporate Power and Authority. (a) SEARHC is a nonprofit corporation organized under the laws of the State of Alaska, and a tribal organization comprised of federally-recognized Alaska Native tribes, duly organized, validly existing, and in good standing under the laws of the State of Alaska.
(b) (i) SEARHC has full power and authority to execute, deliver, and perform the obligations and covenants contained in this Agreement and SEARHC’s Closing Documents and to carry out the transactions contemplated hereby and thereby.
Organization, Corporate Power and Authority. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Nevada, and has the requisite corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.
Organization, Corporate Power and Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of Washington, and has the requisite corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.
Organization, Corporate Power and Authority. 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 its properties, to carry on its business as presently conducted, to enter into and perform this Agreement and to carry out the transactions contemplated hereby. The Company is not in violation of any term or provision of the Charter or Bylaws, each as in effect as of this date.
Organization, Corporate Power and Authority. Each Credit Party (a) is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of organization, (b) has all necessary corporate, limited liability company or partnership power and authority to own and operate all of its material Property, to lease the material Property which it operates as lessee and to conduct the business in which it is currently engaged and (c) is duly qualified as a foreign corporation, limited liability company or partnership and in good standing under the laws of each jurisdiction where the ownership, lease or operation by it of its Property or the conduct of its business requires such qualification, except to the extent that the failure to so qualify or be in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Organization, Corporate Power and Authority. Vivid is a corporation duly and validly organized and existing under the laws of the State of Delaware. Vivid has full power, legal capacity, and authority to carry on its business as it is now conducted, to own, lease, and operate its assets and properties, and to enter into, perform, and comply with this Agreement.
Organization, Corporate Power and Authority. (a) Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the Province of Ontario. Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland.
(1) Each of Parent and Sub has all the requisite power and authority to execute and deliver this Agreement and, in the case of Sub, the Articles of Merger, (2) this Agreement has been (i) duly and validly executed and delivered by each of Sub and Parent and (ii) duly and validly authorized by all necessary corporate action on the part of each of Parent and Sub, (3) the Articles of Merger will at the Closing be (i) duly and validly executed and delivered by Sub and (ii) duly and validly authorized by all necessary corporate action on the part of Sub, (4) this Agreement constitutes the valid and binding obligations of each of Parent and Sub enforceable against such party in accordance with their respective terms, subject as to enforceability to bankruptcy, insolvency, reorganization, fraudulent conveyance and similar laws relating to creditors’ rights and to general principles of equity, and (5) the Articles of Merger will at the Closing constitute the valid and binding obligation of Sub enforceable against Sub in accordance with its respective terms, subject as to enforceability to bankruptcy, insolvency, reorganization, fraudulent conveyance and similar laws relating to creditors’ rights and to general principles of equity.
Organization, Corporate Power and Authority. Each of the Main Sellers and the Companies is duly organized and existing under the laws of the jurisdiction of its incorporation or organization and properly qualified in all applicable foreign jurisdictions where it conducts business and has all necessary power and authority (corporate and otherwise), licenses, and qualifications to own and lease its property and assets and carry on its business as presently owned and conducted. Each of the Main Sellers and EPS has duly authorized and executed this Agreement and has full power and authority to execute and perform its obligations under this Agreement and the other agreements, documents, and instruments contemplated herein without the necessity of any act or consent of any other Person whomsoever. This Agreement and the other agreements, documents, and instruments contemplated herein, when executed by all Parties, constitute the valid and binding obligations of Main Sellers and EPS, enforceable in accordance with their terms. Neither the Main Sellers nor the Companies have taken or failed to take any action, which action or failure would preclude or prevent Purchaser or the Companies from conducting the Business as previously conducted. The articles of association of each of the Main Sellers and the Companies (other than EPS NZ, attached hereto as Exhibit 7.1, are presently valid and in force and no changes have been resolved or will be resolved until the date hereof. Contemporaneously herewith, each of the Main Sellers and EPS has delivered and EPS has caused the Subsidiaries to deliver to Purchaser true, correct, current, and complete certified copy of their commercial register extract or comparable non-German corporate records. 7.2
Organization, Corporate Power and Authority. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company has all requisite corporate power and corporate authority to own, lease and operate its properties and assets, to carry on its business as described in the Company SEC Documents and as contemplated to be conducted by this Agreement. The Company has and will have all requisite power and corporate authority to enter into this Agreement and to perform its obligations under and to carry out the Transaction.
