Organization, Existence and Standing. It is a corporation or other specified entity duly organized, validly existing, and in good standing under the laws of Ohio, in the case of Ferro, or Delaware, in the case of OMG, or other specified jurisdiction.
Organization, Existence and Standing. Seller is a corporation validly existing and in good standing under the laws of the State of Delaware. Seller is qualified to do business and in good standing or its functional equivalent in each jurisdiction where the nature of the Business requires such qualification, with such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Organization, Existence and Standing. Purchaser is a corporation validly existing and in good standing under the laws of the State of Delaware.
Organization, Existence and Standing. Conergy is a corporation duly incorporated, validly existing and in good standing under the laws of Germany.
Organization, Existence and Standing. MEMC Singapore is a corporation duly incorporated, validly existing and in good standing under the laws of Singapore. MEMC is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.
Organization, Existence and Standing. Each Visteon Sale Entity is (or, solely with respect to the Newcos, at the Closing will be) a corporation or other legal entity duly incorporated or formed and validly existing under the Laws of the jurisdiction of its incorporation or formation and has full corporate or organizational power and authority to (a) own or lease the Business Assets and Transferred Stock and Assets owned or leased by it and (b) carry on the Business as now conducted by it. Seller has made available to Buyer true and complete copies of (i) the certificates of incorporation or equivalent organizational or governing document of each Visteon Sale Entity and (ii) the by-laws or equivalent organizational or governing document of each Visteon Sale Entity, each as in effect as of the date hereof. Each of the foregoing certificates of incorporation and by-laws or equivalent organizational or governing documents of each Visteon Sale Entity is in full force and effect, and no Visteon Sale Entity is in violation of any of the provisions of such documents.
Organization, Existence and Standing. Buyer and each of the Affiliated designees of Buyer is a Dutch besloten vennootschap met beperkte aansprakelijkheid or other legal entity duly organized and validly existing under the Laws of the jurisdiction of its formation and has full limited liability company (or correlative legal entity) power and authority to:
Organization, Existence and Standing. Arrosto is a limited liability company, duly organized, validly existing, and in good standing under the laws of California and has all necessary corporate powers to own the Assets and to transfer good and marketable title to the Assets to Peabodys.
Organization, Existence and Standing. Seller, each Stock Selling Subsidiary, each Asset Subsidiary and each member of the Stock Group (together, “Visteon Sale Entities” and each, a “Visteon Sale Entity”), including VTYC, is a corporation or limited liability company duly incorporated or formed and validly existing under the Laws of the jurisdiction of its incorporation or formation and has full corporate or organizational power and authority to:
Organization, Existence and Standing. The Seller and each of the Seller Subsidiaries is a corporation duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full corporate power and authority to own or lease the Transferred Assets owned or leased by it, to carry on the Business as it is now conducted by it and to consummate the transactions contemplated by this Agreement and the Related Agreements. The Seller and each of the Seller Subsidiaries is duly qualified to do business in all of the jurisdictions in which the nature of the Transferred Assets owned or leased by it, or the conduct of the Business conducted by it, requires it to be so qualified, except where the failure to be so qualified would not have a Material Adverse Effect.
