Organization; Good Standing; Qualifications. It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its establishment. It has all requisite power and authority to carry on its business as now conducted and as proposed to be conducted and is duly qualified to transact business in each jurisdiction in which it operates business and where the failure to so qualify would have a Material Adverse Effect.
Organization; Good Standing; Qualifications. (a) The Corporation 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 own, lease and operate its properties and assets and to carry on its business as now being conducted. The Corporation has all requisite corporate power and authority to enter into this Agreement and the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Corporation is duly qualified and in good standing to do business in the Commonwealth of Massachusetts and every jurisdiction in which such qualification is necessary because of the nature of the property owned, leased or operated by it or the nature of the business conducted by it therein, except where the failure to so qualify would not have a material adverse effect (a "MATERIAL ADVERSE EFFECT") on the business, operations, assets, condition (financial or otherwise), operating results, liabilities, employee relations or business prospects of the Corporation and its Subsidiaries (if any) taken as a whole (each of which jurisdictions is listed on SCHEDULE 3.1 hereto). The Corporation has not conducted its business under any fictitious or other names except those names listed on SCHEDULE 3.1. True and complete copies of the Corporation's Certificate of Incorporation and By-Laws, in each case as amended to and in effect on the date hereof, are attached hereto as SCHEDULE 3.1.1 hereto and SCHEDULE 3.1.2 hereto, respectively. The Corporation has in all material respects performed all of the obligations required to be performed by it to date under its Certificate of Incorporation and By-Laws, in each case as amended to and in effect on the date hereof, and there exists no default, or any event which upon the giving of notice or the passage of time, or both, would give rise to a claim of a default in the performance by the Corporation of its obligations thereunder.
(b) As used herein, the term "GOVERNMENTAL AUTHORITY" means any court, department, commission, board, bureau, agency or commission or other governmental authority or instrumentality, domestic or foreign, federal, state or local; the term "ORDER" means any judgments, writs, decrees, injunctions, orders, compliance agreements or settlement agreements of any Governmental Authority; and the term "LAWS" means federal, state, local or foreign laws, statutes, ru...
Organization; Good Standing; Qualifications. Each of the Sellers is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. Each of the Sellers is qualified as a foreign corporation and is in good standing in the jurisdictions listed with respect to it on Schedule 3.1, which jurisdictions are the only jurisdictions where the nature of such Seller's business and its assets require such qualification.
Organization; Good Standing; Qualifications. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Michigan.
Organization; Good Standing; Qualifications. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted, to execute and deliver this Agreement, the Third Amended and Restated Stockholders' Agreement attached hereto as Exhibit B (the "Stockholders' Agreement"), and any --------- other agreement to which the Company is a party the execution and delivery of which is contemplated hereby (the "Ancillary Agreements"), to issue and sell the Shares and the Common Stock issuable upon conversion thereof, and to carry out the provisions of this Agreement, the Stockholders' Agreement, the Restated Certificate and any
Organization; Good Standing; Qualifications. Each of the Sellers is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the State of Tennessee. Each of the Sellers is qualified as foreign corporation, limited liability company or limited partnership and in good standing in the jurisdictions listed with respect to it on Schedule 3.1, which jurisdictions are the only jurisdictions where the nature of such Seller's business and its assets require such qualification except where the failure to be so qualified will not have a material adverse effect on the Purchased Assets, or on the financial condition, business or operations of the Sellers taken as a whole.
Organization; Good Standing; Qualifications. The Buyer is a newly-organized limited liability company duly organized, validly existing and in good standing under the laws of Michigan. The Buyer is qualified and is in good standing in each of the jurisdictions where the nature of its business and assets so require.
Organization; Good Standing; Qualifications. Each of the Sellers is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. Each of the Sellers is qualified as a foreign corporation and is in good standing in the jurisdictions listed with respect to it on Schedule 3.1, which jurisdictions are the only jurisdictions where the nature of such Seller's business and its assets require such qualification.
Organization; Good Standing; Qualifications. Polymers is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida, has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted, to execute and deliver this Agreement, to issue and sell the Preferred Stock (upon filing of the Amended Articles), and to carry out the provisions of this Agreement. Polymers is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business, properties, prospects or financial condition.
Organization; Good Standing; Qualifications. The Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina. The Corporation is not required to be qualified as a foreign corporation in any jurisdiction. The LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of North Carolina. The LLC has not been dissolved, its articles of organization have not been revoked or suspended, it has not been merged into another limited liability company in a transaction in which it was not the survivor, and, if its term of duration is limited, its term has not expired. The LLC is not required to be qualified as a foreign limited liability company in any jurisdiction.
