Organization; Good Standing; Authority. As of the date hereof, each of LB I Group, DA, AHA, Liberty, GAP, Assisted, Liberty II, Liberty III, Housing, Freedom, SHSII and Sharpstown is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and each has all requisite power and authority to enter into and perform its obligations under this Agreement.
Organization; Good Standing; Authority. It is duly organized, validly existing, and in good standing under the laws of its country of organization. It has the full right, power, and authority to enter into and perform this Agreement. This Agreement has been duly executed and delivered by an authorized signatory of each Party and constitutes a legal, valid, and binding obligation of such Party, enforceable in accordance with its terms.
Organization; Good Standing; Authority. Transferee is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Texas and has all requisite limited liability company power and authority to carry on its business as presently conducted and as proposed to be conducted and to execute, deliver and perform this Agreement, and each other agreement, instrument and document to be executed and delivered by Transferee, and consummate the transactions contemplated herein and therein.
Organization; Good Standing; Authority. Binding Nature of Agreement.
Organization; Good Standing; Authority. (a) Masimo Canada has been duly organized and is validly existing as an unlimited liability company in good standing under the laws of Nova Scotia, with full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Masimo Canada and the performance of its obligations hereunder have been duly and properly authorized by the directors of Masimo Canada and no other corporate action or approval by Masimo Canada is necessary for the execution, delivery or performance of this Agreement.
Organization; Good Standing; Authority. (i) The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company is licensed or qualified to do business and is in good standing as a foreign entity in each jurisdiction where the ownership or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has made available to Parent a complete and correct copy of the Company’s certificate of formation and the Company LLC Agreement and the organizational documents of its Subsidiaries, each as amended prior to the date of this Agreement. The Company’s certificate of formation and Company LLC Agreement and such organizational documents made available to Parent are in full force and effect.
Organization; Good Standing; Authority. Each Buyer entity is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation. Parent is a corporation duly organized, validly existing and in good standing under the Laws of Ontario. Each of Parent and Buyer has all necessary power and authority to execute, deliver and perform this Agreement and all of the Related Documents to which Parent or Buyer is or will be a party. This Agreement has been duly authorized, executed and delivered by Pxxxxx and Bxxxx and, assuming the due authorization, execution and delivery of this Agreement by Sellers, is the legal, valid and binding agreement of Parent and Buyer enforceable in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions, and each of the Related Documents to which Buyer is or will be a party has been duly authorized by Buyer and upon execution and delivery by Bxxxx, assuming the due authorization, execution and delivery of this Agreement by Sellers, will be a legal, valid and binding obligation of Buyer enforceable in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions.
Organization; Good Standing; Authority. Parent is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, and Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of Parent and Merger Sub is licensed or qualified to do business and is in good standing as a foreign corporation or entity in each jurisdiction where the ownership or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so licensed or qualified would not reasonably be expected, individually or in the aggregate, to prevent, materially delay or materially impair the ability of Parent or Merger Sub, as applicable, to consummate the Merger and the other transactions contemplated by this Agreement and the Voting Agreement. Parent has made available to the Company a complete and correct copy of its charter and bylaws and the organizational documents of Merger Sub, each as amended prior to the date of this Agreement, which are in full force and effect.
Organization; Good Standing; Authority. Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and Acquisition Sub is a corporation duly organized, validly existing and in good standing under the Laws of the State of Kansas. Each of Parent and Acquisition Sub has all requisite power and authority to enter into this Agreement and the Related Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby; the execution, delivery and performance by Parent and Acquisition Sub of this Agreement and the Related Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Parent or Acquisition Sub, as the case may be; and this Agreement and the Related Documents to which Parent and Acquisition Sub are a party have been duly executed and delivered by Parent or Acquisition Sub, as the case may be, and constitute the valid and legally binding obligations of such party, enforceable in accordance with its terms and conditions, except as enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Laws affecting creditors' rights generally or by general principles of equity.
Organization; Good Standing; Authority. Purchaser is a Texas Corporation duly organized, validly existing and in good standing under the laws of Texas and has the power and authority to carry on its business as it is now being conducted and to own the property and assets it now owns. Seller has similar authority and is a California Company in good standing. Seller and Purchaser have the power and authority to enter into, perform their obligations under, and to consummate the transactions and other acts contemplated by this Agreement. The execution, delivery and performance of this Agreement by the parties, the payment of the Purchase Price by Purchaser as well as all other transactions contemplated by this Agreement have been duly and validly authorized and approved by all requisite action, including all required approvals of Purchaser’s and Seller’s directors and members. This Agreement constitutes the valid and binding obligation of parties, enforceable against either in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency and other laws affecting creditors’ rights generally. Neither the execution nor the delivery of this Agreement, nor the consummation of the transactions contemplated by this Agreement, nor the compliance with or fulfillment of the terms or the provisions of this Agreement will (i) violate or conflict with the provisions of the parties’ articles of continuance or bylaws; (ii) violate, conflict with, or constitute a breach of or default under the provisions of any indenture, agreement, judgment, decree, order, governmental permit or license, or other instrument to which either party is a party or by which the parties are bound (which violation, conflict, breach or default would have a material adverse effect of the either party or its ability to perform its obligations hereunder); or (iii) require any affirmative approval, consent, authorization or other order, or action of any court, governmental authority or regulatory body or of any creditor of either party, except as specifically contemplated by this Agreement or for such approvals as shall have been obtained prior to the execution of this Agreement.
