Organization, Good Standing, Power, Etc. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. This Agreement and the Other Buyer Agreements and the transactions contemplated hereby and thereby have been duly approved by all requisite corporate action. The Buyer has full corporate power and authority to execute, deliver and perform this Agreement and the Other Buyer Agreements, and this Agreement constitutes, and the Other Buyer Agreements will when executed and delivered constitute, the legal, valid and binding obligations of the Buyer, and shall be enforceable in accordance with their respective terms against the Buyer.
Organization, Good Standing, Power, Etc. (a) Each of the Companies is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated. Each of the Companies has the requisite corporate power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted and is duly licensed or qualified as a foreign corporation in each domestic or foreign jurisdiction in which the nature of the business conducted by it or the character or location of the properties owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Copies of the Constituent Documents of each of the Companies heretofore delivered, furnished or made available to Buyer or its representatives by Sellers, are, as of the date hereof, true and complete in all material respects and in full force and effect, and none of the Companies is in violation or breach of any of the provisions of its respective Constituent Documents in any material respect.
(b) Each of the Cyanamid Companies is a corporation duly organized and validly existing under the laws of the jurisdiction in which it is incorporated. Each Seller has the requisite corporate power and authority to execute and deliver this Agreement and the other agreements contemplated hereby, and, except as set forth in Section 4.1(b) of the Disclosure Schedule, Sellers, the Asset Transferor Entities and the Share Transferor Entities have all requisite corporate power and authority to consummate the transactions contemplated hereby and thereby. Except as set forth in Section 4.1(b) of the Disclosure Schedule, the execution and delivery of this Agreement by Sellers and the execution and delivery by the Cyanamid Companies of the other agreements contemplated hereby, and the consummation by Sellers, the Asset Transferor Entities and the Share Transferor Entities of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such entities and no other or further corporate proceedings will be necessary for the execution and delivery of such agreements by Sellers, the Asset Transferor Entities and the Share Transferor Entities, the performance by Sellers, the Asset Transferor Entities and the Share Transferor Entities of t...
Organization, Good Standing, Power, Etc. Intek
(i) is a corporation --------------------------------------- duly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) is authorized or licensed to do business as a foreign corporation and is in good standing in the jurisdictions listed in Schedule 4.1; (iii) is not required to be authorized or licensed to do business as a foreign corporation in any other jurisdiction (within or without the United States) except jurisdictions in which Intek's failure to qualify to do business will have no Material adverse effect on the business, prospects, operations, properties, assets or condition (financial or otherwise) of Intek or, if Intek is not so qualified in any such jurisdiction, it can become so qualified in such jurisdiction without any Material adverse effect; and (iv) has the requisite power and authority to own, lease and operate its properties and to carry on its business as currently conducted.
Organization, Good Standing, Power, Etc. Licensee (i) is a corporation duly organized, validly existing and in good standing under the law of the State of California; (ii) is qualified or authorized to do business as a foreign corporation and is in good standing in all jurisdictions in which qualification or authorization may be required; and (iii) has all requisite corporate power and authority, licenses and permits to own or lease and operate its properties and carry on its business as presently being conducted and to execute, deliver and perform this Agreement and consummate the transactions contemplated hereby.
Organization, Good Standing, Power, Etc. Each of PentaStar and the Acquiror is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business as a foreign corporation and is in good standing in all jurisdictions in which the nature of the businesses conducted by it or the properties owned, leased or operated by it make such qualification necessary. This Agreement and the Other PentaStar Agreements and the transactions contemplated hereby and thereby have been duly approved by all requisite corporate action. Each of PentaStar and the Acquiror have full corporate power and authority to execute, deliver and perform this Agreement and the Other PentaStar Agreements to which it is a party, and this Agreement constitutes, and the Other PentaStar Agreements shall when executed and delivered constitute, the legal, valid and binding obligations of PentaStar or the Acquiror, as the case may be, and shall be enforceable in accordance with their respective terms against PentaStar or the Acquiror, as the case may be.
Organization, Good Standing, Power, Etc. Licensor (i) is a corporation duly organized, validly existing and in good standing under the laws of Delaware and (ii) has all requisite corporate power and authority, licenses, permits and franchises to own or lease and operate its properties and carry on its business as presently being conducted and to execute, deliver and perform this Agreement and consummate the transactions contemplated hereby.
Organization, Good Standing, Power, Etc. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite power and authority to own or lease and operate its assets and to carry on its business as it is now conducted.
Organization, Good Standing, Power, Etc. LSAI is a corporation, duly organized, validly existing and in good standing under the laws of the State of Oklahoma and has all requisite corporate power and authority to own, operate and lease its properties and assets and to carry on its business as contemplated following the Closing. LSI is a corporation, duly organized, validly existing and in good standing under the laws of the State of Louisiana and has all requisite corporate power and authority to own, operate and lease its properties and assets and to carry on its business as contemplated following the Closing.
Organization, Good Standing, Power, Etc. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has all requisite corporate power and authority to execute, deliver and perform this Agreement. Purchaser has all requisite corporate power and authority to consummate the transactions contemplated by this Agreement.
Organization, Good Standing, Power, Etc. The Seller is a corporation or limited liability company duly organized and validly existing under the laws of the jurisdiction of its incorporation. The Seller is qualified to do business and is in good standing in each jurisdiction in which the character and location of the assets or the nature of the Business transacted by the Seller makes such qualification necessary or the failure to qualify would have a material adverse effect on the business, operations or financial condition of the Business. The Seller has all the requisite corporate power and authority to own or lease and operate the Assets and the Business and carry on the Business and to consummate the transactions contemplated hereby.
