Organization, Good Standing, Power and Qualification. To the extent such party is not a natural person, such party is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite corporate, limited partnership or limited liability company power and authority to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted, to execute and deliver this Agreement and to consummate the transactions contemplated hereby.
Organization, Good Standing, Power and Qualification. 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 and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently, or is currently proposed to be, engaged and has the power and authority to execute, deliver and perform its obligations under this Agreement, the Investors' Rights Agreement and the Stockholders' Agreement. The Company 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 or financial condition of the Company (an "MAE").
Organization, Good Standing, Power and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is in good standing and is duly qualified to transact business in each jurisdiction in which it does business, or in which the failure to so qualify would have a material adverse effect on the Company's business, financial condition or properties.
Organization, Good Standing, Power and Qualification. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
Organization, Good Standing, Power and Qualification. SoundCity is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey, has all requisite corporate power and authority to own, lease and operate its properties, and to conduct its business as it is now being conducted. SoundCity has no subsidiaries. SoundCity has heretofore delivered to MOTG true and complete copies of its Certificate of Incorporation and By-Laws, as amended to the date hereof.
Organization, Good Standing, Power and Qualification. MOTG is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. MOTG has all requisite corporate power and authority to own, lease and operate its properties, and to conduct its business as it is now being conducted.
Organization, Good Standing, Power and Qualification. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has full corporate power and authority to execute and deliver this Agreement, the execution and delivery by Purchaser of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Purchaser, and this Agreement constitutes the legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar laws from time to time in effect which affect creditors' rights generally, and by legal and equitable limitations on the enforceability of specific remedies. Purchaser has the requisite corporate power and authority to own its properties and to carry on the business presently being conducted by it.
Organization, Good Standing, Power and Qualification. The Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited partnership power and authority to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted.
Organization, Good Standing, Power and Qualification. Marubeni is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted.
Organization, Good Standing, Power and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland and has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted.
