Organization; Good Standing; Power and Authority. The Purchaser (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (b) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as presently conducted. The Purchaser has all requisite power and authority to enter into and carry out the transactions contemplated by this Agreement and the Transaction Documents to which it is a party.
Organization; Good Standing; Power and Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts. Seller has all requisite corporate right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. Seller is not in default under any provisions of its Articles of Organization or bylaws. Seller has all requisite corporate power and authority to own, lease and operate its properties and to conduct its business in the manner as now conducted and is duly licensed or qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its properties and assets or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so qualified would not have a material adverse effect on the business, assets, properties, results of operation, financial condition or prospects of Seller.
Organization; Good Standing; 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 right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The Company is not in default under any provisions of its Certificate of Incorporation or bylaws. The Company has all requisite corporate power and authority to own, lease and operate its properties and to conduct its business in the manner as now conducted and is duly licensed or qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its properties and assets or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so qualified would not have a material adverse effect on the business, assets, properties, results of operation, financial condition or prospects of the Company.
Organization; Good Standing; Power and Authority. Each Party is a charitable corporation duly organized, validly existing and in good standing under the corporate laws of the Commonwealth of Massachusetts and has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now being conducted. Neither party has any subsidiaries.
Organization; Good Standing; Power and Authority. The Company and each of its Subsidiaries is a corporation or other organization duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, except where the failure to be so organized, validly existing and in good standing would not reasonably be expected to have a Company Material Adverse Effect, and has the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as currently conducted. The Company and each of its Subsidiaries is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not have a Company Material Adverse Effect.
Organization; Good Standing; Power and Authority. Each of Parent, BV Sub and Merger Sub is a corporation or other organization duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, except where the failure to be so organized, validly existing and in good standing would not reasonably be expected to have a Parent Material Adverse Effect, and has the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as currently conducted. Each of Parent, BV Sub and Merger Sub is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not have a Parent Material Adverse Effect.
Organization; Good Standing; Power and Authority. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer has the necessary power and authority to enter into, execute and deliver this Agreement and each of the Transaction Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby.
Organization; Good Standing; Power and Authority. The LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Colorado and has all requisite corporate power and authority to carry on its business as presently conducted and as currently proposed to be conducted. The LLC is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the LLC (a “Material Adverse Effect”). The LLC has furnished each Investor with a true and complete copy of its Articles of Organization as initially filed, and such Articles of Organization have not been amended since the date of such filing. The LLC has all requisite corporate power and authority to execute and deliver this Agreement and the LLC Agreement (together, the “Transaction Agreements”), to issue and sell the Preferred Units, and to perform its obligations under the Transaction Agreements.
Organization; Good Standing; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under Illinois Law with full corporate power and authority to conduct its business as it is currently being conducted and to own or lease, as applicable, its assets as currently owned or leased. The Company is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not have a Company Material Adverse Effect.
Organization; Good Standing; Power and Authority. The Partnership is a limited liability limited partnership validly existing and in good standing under the laws of the State of Delaware. Investments and CII Yacht Club are corporations validly existing and in good standing under the laws of the State of Florida. CII Spa is a limited liability company validly existing and in good standing under the laws of the State of Delaware. Yacht Club Associates is a general partnership in existence under the laws of the State of Florida. Each of the Partnership, Investments, CII Spa, CII Yacht Club and Yacht Club Associates has the full power and authority to carry on its business as it is now conducted and to own, lease or otherwise hold and operate its properties and assets, including all requisite power, right and authority to execute this Agreement. The Agreement is a valid, binding obligation of Seller.
