Organization of the Sellers. Each of the Sellers is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation as indicated on the signature pages hereof. Each of the Sellers has full power to carry on its business as now conducted and is qualified to do business as a foreign entity in each jurisdiction where failure to so qualify would have a material adverse affect on the Acquired Assets.
Organization of the Sellers. Each Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.
Organization of the Sellers. Each Seller is duly organized, validly existing and in good standing under the laws of the state of its organization. Each Seller is duly qualified to do business and is in good standing in each jurisdiction in which the Assets owned or used by it are located or in which the nature of the business being conducted with respect to such Assets requires such entity to be so qualified.
Organization of the Sellers. Each Seller and the Seller Guarantor is duly organized and validly existing under the applicable Laws of the jurisdiction of its formation. Each Seller and the Seller Guarantor is duly authorized to conduct business and is in good standing under the applicable Laws of each jurisdiction where such qualification is required, except where the lack of such qualification would not have a Material Adverse Effect. Each Seller and the Seller Guarantor has the requisite corporate power and authority necessary, as applicable, to carry on the Business and to own and use the Purchased Assets owned or operated by it.
Organization of the Sellers. Each Sellers is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Neither Seller has any Subsidiaries.
Organization of the Sellers. Each of the Sellers is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of Texas. Neither Seller has any Subsidiaries.
Organization of the Sellers. (i) The Sole Stockholder is duly organized, validly existing and in good standing under the laws of the State of California, and has all requisite power and authority (corporate and otherwise) to own, operate, lease its properties and to carry on its business as it is being conducted on the date of this Agreement. True and correct copies of the Sole Stockholder’s articles of incorporation and by-laws (the “Sole Stockholder Constituent Documents”), as in effect on the date hereof, are included in Section 3.01(a)(i) of the Sellers Disclosure Schedule, and there are no plans to amend or otherwise modify the Sole Stockholder Constituent Documents. The Sole Stockholder is not an Affiliated Debtor as defined the Bankruptcy Plan.
(ii) LFG is duly organized and validly existing and has, subject to the Bankruptcy Court’s approvals as may be required by applicable Law, all requisite power and authority (corporate and otherwise) to own, operate and lease all its properties and assets and to carry on its business as it is being conducted on the date of this Agreement. True and correct copies of LFG’s articles of incorporation, articles of dissolution and by-laws (the “LFG Constituent Documents”), as in effect on the date hereof, are included in Section 3.01(a)(ii) of the Sellers Disclosure Schedule, and there are no plans to amend or otherwise modify LFG Constituent Documents.
(iii) No “fair price,” “moratorium,” “control share acquisition,” “affiliate transaction,” “business combination” or other form of anti-takeover statute or regulation or any similar provision of the Sole Stockholder Constituent Documents, LFG Constituent Documents or otherwise is applicable to the transactions contemplated by this Agreement.
Organization of the Sellers. FDC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. FFMC is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia.
Organization of the Sellers. Each of the Sellers is a corporation duly organized, validly existing, and in good standing under the laws of the state of its incorporation. Each of the Sellers is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required and where the lack of such qualification would cause a Material Adverse Effect. Each of the Sellers has full power and authority and all licenses, permits, and authorizations necessary to carry on the portion of the Business conducted by it and to own and use the properties owned and used by the Business in compliance with applicable law, except for any licenses, permits and authorizations which the failure to hold would not cause a Material Adverse Effect.
Organization of the Sellers. Logo is a corporation duly organized and validly existing and in good standing under the laws of the Commonwealth of Virginia and has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Logo has full corporate power and authority to carry on its business as it is now being conducted and to own, operate and hold under lease its assets and properties as, and in the places where, such properties and assets now are owned, operated or held. LogoAH is a corporation duly organized and validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. LogoAH has full corporate power and authority to carry on its business as it is now being conducted and to own, operate and hold under lease its assets and properties as, and in the places where, such properties and assets now are owned, operated or held. Tultex is a corporation duly organized and validly existing and in good standing under the laws of the Commonwealth of Virginia and has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. With respect to the Business, Tultex has full corporate power and authority to carry on its business as it is now being conducted and to own, operate and hold under lease its assets and properties as, and in the places where, such properties and assets now are owned, operated or held. Schedule 3.1 lists the states and countries in which each Seller (a) owns or leases real property used primarily in the Business; (b) maintains sales offices or sales agents used primarily in the Business; or (c) maintains inventory used primarily in the Business. The Sellers are not, and are not required to be, qualified to do business as a foreign corporation in connection with the Business in any states or countries other than those listed in Schedule 3.1, and the Sellers are duly qualified to do business and are in good standing as a foreign corporation in each of those states and countries, except for where the failure to so qualify would not have an adverse effect on the Business or the Assets. All of the outstanding equity securities of Logo and LogoAH are owned of record and beneficially by Tultex.
