Organization; Corporate Power and Authorization. (a) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Company has all requisite limited liability company power and authority and all authorizations, licenses and permits necessary to own or lease and operate its properties and to use the Assets and to carry on its businesses as now conducted. The Company is qualified to do business and in good standing in every jurisdiction in which its ownership or leasing of property or the conduct of its businesses as now conducted requires it to qualify.
(b) The Company has all requisite power and authority necessary for the execution, delivery and performance by it of this Agreement and each such Related Agreement. The Company has duly authorized by all necessary action on the part of its Manager (or equivalent) and the Members the execution, delivery and performance of this Agreement and each such Related Agreement, and the consummation of the Merger and the other transactions contemplated hereby. This Agreement and each Related Agreement to which the Company is, or will be at Closing, a party (i) have been (or, in the case of Related Agreements to be entered into at Closing, will be when executed and delivered) duly executed and delivered by each such Person that is, or will be at Closing, a party thereto and (ii) is (or in the case of Related Agreements to be entered into at the Closing, will be when executed and delivered) a legal, valid and binding obligation of each such Person, enforceable against each such Person in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies.
(c) The affirmative vote of the holders of a majority of the Company LLC Interests outstanding (the “Required Vote”) are the only votes or consents of the holders of any class or series of the Company's Equity Interests necessary (under applicable Law or Contracts or under the Company's Organizational Documents or otherwise) to adopt this Agreement and to consummate the Merger and perform the other transactions contemplated hereby. The Required Vote has been obtained as of the date of this Agreement in compliance with all applicable Laws and the Organization Documents of the Company.
(d) The Manager, by written consent, has determined that this Agreement and t...
Organization; Corporate Power and Authorization. (a) Each Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of New Jersey and has the requisite corporate power and authority necessary to conduct its business as it has been and is currently being conducted. Each Company has all requisite corporate power and authority to enter into, deliver and carry out its obligations pursuant to each of the Transaction Documents to which it is a party and to consummate the transaction contemplated thereby. Each Company is duly authorized to conduct business and is in good standing under the Laws of each jurisdiction where such authorization is required, except where the failure to be so authorized or in good standing would not result in a Company Material Adverse Change. Each Company’s execution, delivery and performance of each Transaction Document to which it is a party has been duly authorized by such Company and no other corporate proceeding on the part of such Company is necessary to authorize the Transaction Documents or the consummation of the transactions contemplated thereby.
(b) Each Company has heretofore furnished to Purchaser a complete and correct copy of the Company’s articles of incorporation and bylaws, each as amended to date, and such charter documents are in full force and effect.
Organization; Corporate Power and Authorization. Such Seller, if such Seller is an entity, is validly existing and in good standing under the laws of the state of its incorporation and has the requisite power and authority necessary to, or, if such Seller is an individual, has the capacity necessary to, enter into, deliver and perform its obligations pursuant to each of the Transaction Documents to which it is a party. Such Seller’s execution, delivery and performance of each Transaction Document to which it is a party has been duly authorized by such Seller.
Organization; Corporate Power and Authorization. The Parent is validly existing and in good standing under the laws of the jurisdiction of its incorporation and the Parent has all necessary corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the other Transaction Agreements by the Parent or applicable Affiliate of the Parent have been duly authorized by the Parent or such Affiliate.
Organization; Corporate Power and Authorization. (a) TRM ATM is a corporation, duly organized, validly existing and in good standing under the laws of the State of Oregon. TRM ATM has the requisite corporate power and authority and all material licenses, permits and authorizations necessary to enter into, deliver and carry out its obligations pursuant to this Agreement and the other Transaction Agreements. TRM ATM's execution, delivery and performance of each of the Transaction Agreements and each other Contract executed in connection herewith to which it is a party have been duly authorized by all necessary corporate action on the part of TRM ATM.
(b) TRM Canada is a corporation duly formed, validly existing and in good standing under the laws of the Province of Ontario. TRM Canada has the requisite corporate power and authority and all material licenses, permits and authorizations necessary to enter into, deliver and carry out its obligations pursuant to this Agreement and the other Transaction Agreements. TRM Canada's execution, delivery and performance of each of the Transaction Agreements and each other Contract executed in connection herewith to which it is a party have been duly authorized by all necessary corporate action on the part of TRM Canada.
Organization; Corporate Power and Authorization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Washington and in each other jurisdiction in which it is lawfully required to qualify to conduct business. Purchaser has the corporate power and authority to execute, deliver and perform this Agreement and the other agreements, documents and certificates contemplated to be executed and delivered by Purchaser pursuant to this Agreement. If the Emeritus Mortgage Loan is to be purchased as provided in Section 2.3(a) hereof, the Mortgage Loan Assignee shall have the legal power and authority to execute, deliver and perform the Mortgage Loan Assignment.
Organization; Corporate Power and Authorization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation. The Purchaser has the requisite corporate power and authority and all material licenses, permits and authorizations necessary to enter into, deliver and carry out its obligations pursuant to each of the Transaction Documents to which it is a party. The Purchaser’s execution, delivery and performance of each Transaction Document to which it is a party has been duly authorized by the Purchaser.
Organization; Corporate Power and Authorization. Each Interlink Co. is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as currently conducted. Except as set forth on SCHEDULE 3.1, each Interlink Co. is duly qualified and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it and the nature of the business conducted by it makes such qualification or licensing necessary. SCHEDULE 3.1 hereto contains a complete and accurate list of the jurisdictions of qualification of the Interlink Cos. Each Interlink Co. has all requisite right, power and capacity to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each Interlink Co. of this Agreement have been duly authorized by all requisite corporate action on the part of such Interlink Co. This Agreement has been duly and validly executed and delivered by each Interlink Co. and constitutes the valid and binding obligation of each such Interlink Co., enforceable in accordance with its terms, subject, as to enforcement of remedies, to general equity principles and to applicable bankruptcy, insolvency, and similar laws and moratorium laws from time to time in effect. Correct and complete copies of the Articles of Incorporation and bylaws of each Interlink Co. are attached as part of SCHEDULE 3.1, and such copies reflect all amendments made thereto at any time prior to the date of this Agreement.
Organization; Corporate Power and Authorization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the requisite corporate company power and authority necessary to enter into, deliver and carry out its obligations pursuant to each of the Transaction Documents. Buyer has duly authorized the execution, delivery and performance by the Buyer of the Transaction Documents.
Organization; Corporate Power and Authorization. Purchaser is an entity duly organized, validly existing and in good standing under the laws of the State of Florida and in each other jurisdiction in which it is lawfully required to qualify to conduct business. Purchaser has the power and authority to execute, deliver and perform this Agreement and the other agreements, documents and certificates contemplated to be executed and delivered by it pursuant to this Agreement.
