Organization of Seller; Authority. Seller 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 corporate authority to enter into this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller and each of its Affiliates of this Agreement and each of the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Seller and its Affiliates. This Agreement has been (and each such Ancillary Agreement, upon execution and delivery, will be) duly executed and delivered by Seller and each of its Affiliates party thereto and constitutes (and each such Ancillary Agreement, upon execution and delivery, will constitute) a valid and binding obligation of Seller and each of its Affiliates a party thereto, enforceable against Seller and each of its Affiliates a party thereto in accordance with its and their respective terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Organization of Seller; Authority. (a) Seller is a corporation validly existing and in good standing under the laws of the State of Delaware, is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.
Organization of Seller; Authority. The Seller is a corporation duly organized and validly existing under the laws of the State of Washington. The Seller is duly qualified and in good standing as a foreign corporation in those jurisdictions identified on SCHEDULE 5.1, which constitute all jurisdictions in which the Seller is required to be qualified as a foreign corporation in connection with the operation of the VECTRA Waste Business, except for those jurisdictions where the failure to so qualify would not individually or in the aggregate have a Material Adverse Effect (as defined in Article 12). The Seller is the successor by merger to VECTRA Waste Services, L.L.C., a Delaware limited liability company ("VWS"), and Vectra Services, Inc., a Washington corporation ("VSI"), pursuant to an Agreement and Plan of Merger, dated November 8, 1996, between Vectra and VSI, and an Agreement and Plan of Merger, dated November 11, 1996, between Vectra and VWS, true and correct copies of which have previously been delivered to the Buyer. The Seller has all requisite power and authority to own and hold the Acquired Waste Business Assets owned or held by it and to carry on the VECTRA Waste Business as such business is now conducted. The Seller has all requisite power and authority to execute and deliver this Agreement and the other documents, instruments and agreements contemplated hereby (collectively, the "TRANSACTION DOCUMENTS") to which it is a party and to carry out all actions required of it pursuant to the terms of the Transaction Documents.
Organization of Seller; Authority. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada and has all requisite power and authority to enter into the Transaction Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby. Seller has full legal authority to own, operate, and conduct its business in Nevada. The execution, delivery, and performance by Seller of this Agreement and any agreement executed and delivered in connection with this Agreement (collectively, the "Transaction Documents") and the consummation of the transactions contemplated hereby shall have been duly authorized by all necessary corporate actions on the part of Seller. The Transaction Documents have been duly executed and delivered, and, assuming that the Transaction Documents constitute a valid and binding obligation of TPTG, they shall also constitute a valid and binding obligation of Seller enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or moratorium or other similar laws or equitable principles affecting creditors' rights generally and subject to general equitable principles which may limit the enforcement of certain remedies.. Seller is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the business is conducted except where the failure to obtain such qualification would not have a material adverse effect on the business, operations, assets, financial condition, prospects or results of operations, of Seller, taken as a whole. Seller has herewith delivered or made available to TPTG complete and correct copies of the articles of incorporation in effect as of the date of this Agreement. Seller is not in violation of its organizational documents.
Organization of Seller; Authority. The Seller is a corporation duly organized and validly existing under the laws of Israel. The Seller has all requisite power and authority to own and hold the Acquired Assets owned or held by it, to carry on the Business as such business is now conducted, and to execute and deliver this Agreement and the other documents, instruments and agreements contemplated hereby or thereby (collectively, the "TRANSACTION Documents") to which it is a party and to carry out all actions required of it pursuant to the terms of the Transaction Documents.
Organization of Seller; Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Seller has delivered to the Buyer complete and correct copies of its Certificate of Incorporation and By-Laws and all amendments thereto, and no amendments thereto are pending or under consideration by the Seller, other than an amendment to its Certificate of Incorporation to change Seller’s name and possibly increase its capitalization. The Seller is not in violation of any term of its Certificate of Incorporation. The Seller has all requisite corporate power and authority to own and hold the Acquired Assets, to carry on the Business as such business is now conducted and to execute and deliver this Agreement and the other documents, instruments and agreements contemplated hereby or thereby to which it is a party (collectively, the “Transaction Documents”) and to carry out all actions required of it pursuant to the terms of the Transaction Documents.
Organization of Seller; Authority. Each of the Seller corporations is a corporation duly organized, validly existing and in good standing under the laws of the state of their incorporation. Technisource Hardware is duly qualified and in good standing as a foreign corporation in all jurisdictions in which the character of the properties owned or leased or the nature of the activities conducted by it makes such qualification necessary, except for jurisdictions in which failure to be qualified or in good standing would not have a material adverse effect on the Hardware Business. The Seller has delivered to the Buyer complete and correct copies of the Articles of Incorporation and By-Laws of Technisource Hardware and all amendments thereto. Technisource Hardware has no Subsidiaries (as defined in Article 11) except for those disclosed in Schedule 4.1. The Seller has all requisite power and authority to own and hold the Acquired Assets owned or held by it, to carry on the Hardware Business as such business is now conducted and to execute and deliver this Agreement and the other documents, instruments and agreements contemplated hereby (collectively, the “Transaction Documents”) to which it is a party and to carry out all actions required of it pursuant to the terms of the Transaction Documents.
Organization of Seller; Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Washington. Each Seller is duly qualified and in good standing as a foreign corporation in all jurisdictions in which the character of the properties owned or leased or the nature of the activities conducted by it makes such qualification necessary, except where any such failure would not reasonably be expected to have a Material Adverse Effect (as defined in Section 13). Each Seller has delivered or made available to the Buyer complete and correct copies of its Articles or Certificate of Incorporation, as the case may be, and By-Laws and all amendments thereto, and no amendments thereto are pending or under consideration by the Seller. Sellers are not in violation of any term of their Articles or Certificate of Incorporation. Each Seller has all requisite corporate power and corporate authority to own and hold the Acquired Assets owned or held by it, to carry on the Business as such business is now conducted and to execute and deliver this Agreement and the other documents, instruments and agreements contemplated hereby or thereby (collectively, the “Transaction Documents”) to which it is a party and to carry out all actions required of it pursuant to the terms of the Transaction Documents, except where any such failure would not reasonably be expected to have a Material Adverse Effect. Eden Bioscience Corporation of New York, Inc. and Eden Bioscience International, Inc., subsidiaries of the Company not named as Sellers, are shell corporations that owns no assets and conducts no business.
Organization of Seller; Authority. 4.1.1 Windridge is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of California, and has all requisite corporate power and authority to own its Assets, to carry on its business as now being conducted, to execute and deliver this Agreement, and to consummate the transactions contemplated hereby.
Organization of Seller; Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller is duly qualified and in good standing as a foreign corporation in all jurisdictions in which the character of the properties owned or leased or the nature of the activities conducted by it makes such qualification necessary, except where any such failure would not reasonably be expected to have a Material Adverse Effect. Seller is not in violation of any term of its Certificate of Incorporation. Seller has all requisite corporate power and corporate authority to own and hold the Acquired Assets owned or held by it, to carry on the Program as such program is now conducted and to execute and deliver this Agreement and the other documents, instruments and agreements contemplated hereby or thereby (collectively, the “Transaction Documents”) to which it is a party and to carry out all actions required of it pursuant to the terms of the Transaction Documents.
