Organization, Power and Authority of Seller. Seller is a corporation duly organized and legally existing in good standing under the laws of Georgia and has full corporate power and authority to own or lease its properties and operate its Orthodontic Business as presently conducted, to enter into this Agreement and to carry out the transactions and agreements contemplated hereby. The amount and character of Seller's Orthodontic Business do not require Seller to qualify to do business in any foreign jurisdiction. All of Seller's issued and outstanding stock is owned by Shareholder, and no other person has any right, claim or beneficial interest in such shares or other interest in Seller which would adversely affect or interfere in any manner with this Agreement or the consummation of the transactions contemplated hereby or affect or interfere with the ownership and operation of the Purchased Assets and the Orthodontic Business by Buyer after the Closing.
Organization, Power and Authority of Seller. The Seller is a corporation duly organized and validly existing in good standing under the laws of the State of Georgia and has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The Seller is legally qualified to transact business as a foreign corporation, and is in good standing under the laws of, the State of South Carolina.
Organization, Power and Authority of Seller. Seller is a corporation duly organized and legally existing in good standing under the laws of Nevada, and has full power and authority to carry on its business as now being conducted. Seller is in good standing in each jurisdiction in which its business or property would require that it be qualified, except as would not reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller.
Organization, Power and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has the requisite corporate power and authority (i) to enter into this Agreement and all documents contemplated hereunder to be entered into by Seller, (ii) to perform its obligations hereunder and thereunder and (iii) to consummate the Transfer and the other transactions contemplated hereunder and thereunder (collectively, the “Transactions”). The execution and delivery by Seller of this Agreement and all documents contemplated hereunder to be executed and delivered by Seller and the consummation by it of the Transactions have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of Seller or its shareholders are necessary to authorize any of the foregoing. This Agreement has been, and all documents contemplated hereunder to be executed by Seller, when executed and delivered will have been, duly executed and delivered by Seller and shall constitute the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights and by general principles of equity.
Organization, Power and Authority of Seller. Seller is a corporation duly organized and legally existing in good standing under the laws of Kentucky and has full corporate power and authority to carry on the Acquired Business as it is now being conducted, to own and lease the Purchased Assets, to enter into this Agreement and to carry out the transactions and agreements contemplated hereby. Zila is a corporation duly organized and legally existing in good standing under the laws of Delaware and has full corporate power and authority to enter into this Agreement and to carry out the transactions and agreements contemplated hereby. The Seller is in good standing and authorized to do business in each jurisdiction in which the character of the Acquired Business makes such qualification necessary except for such jurisdictions where the failure to be in such standing and so authorized will not have a material adverse affect on the financial condition, business or operations of the Acquired Business or the ability of the Seller to perform its obligations hereunder. Seller has provided Buyer with a true and complete copy of its articles of incorporation and bylaws.
Organization, Power and Authority of Seller. Seller is a corporation ------------------------------------------- duly organized and legally existing in good standing under the laws of New York and has full corporate power and authority to own or lease its properties and operate its business, to enter into this Agreement and to carry out the transactions and agreements contemplated hereby. The amount and character of Seller's business does not require Seller to qualify to do business in any foreign jurisdiction other than Connecticut, where it is duly qualified as of the Closing Date. Except as set forth on SCHEDULE 4.1, all of Seller's issued and outstanding ------------ stock is owned by Shareholders, and no other person has any right, claim or beneficial interest in such shares or other interest in Seller which would adversely affect or interfere in any manner with this Agreement or the consummation of the transactions contemplated hereby or affect or interfere with the ownership and operation of the Purchased Assets and Business by Buyer after the Closing.
Organization, Power and Authority of Seller. Seller is a corporation duly organized and legally existing in good standing under the laws of California and has full corporate power and authority to carry on the Acquired Business as it is now being conducted, to own and lease the Purchased Assets, to enter into this Agreement and to carry out the transactions and agreements contemplated hereby. The Seller is in good standing and authorized to do business in each jurisdiction in which the character of the Acquired Business makes such qualification necessary except for such jurisdictions where the failure to be in such standing and so authorized will not materially adversely affect the financial condition, business or operations of the Seller or the ability of the Seller to perform its obligations hereunder.
Organization, Power and Authority of Seller. Seller is a corporation duly organized and legally existing in good standing under the laws of Massachusetts and has full corporate power and authority to carry on the Acquired Business as it is now being conducted, to own and lease the Purchased Assets, to enter into this Agreement and to carry out the transactions and agreements contemplated hereby. The amount and character of Seller's Acquired Business does not require Seller to qualify to do business in any foreign jurisdiction.
Organization, Power and Authority of Seller. Amedisys is a corporation duly organized and legally existing in good standing under the laws of its state of incorporation (as described on page 1 of this Agreement). Seller is a limited liability company duly organized and legally existing in good standing under the laws of the State of Texas. Amedisys and Seller each has full power and authority (a) to own or lease its properties and to carry on its business as it is now being conducted, (b) subject to receipt of the consents and approvals described in Schedule 2.2 and Section 5.2, to enter into this Agreement and to sell, convey, transfer, assign and deliver the Purchased Assets to the Partnership as provided herein and (c) to carry out the other transactions and agreements contemplated hereby. Without limiting the generality of the foregoing, Amedisys and Seller have obtained all necessary approvals from their respective boards of directors, shareholders, managers and members necessary for the execution, delivery and performance of this Agreement by Amedisys and Seller.
Organization, Power and Authority of Seller. (i) Seller is a limited liability company duly organized, existing and in good standing under the laws of the State of Arizona and has all requisite limited liability company power and authority to own and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation (to the extent such concepts are applicable) in each jurisdiction where the ownership or operation of its properties or conduct of its business requires such qualification, except for such failures as would not (individually or in the aggregate) be reasonably likely to have a Material Adverse Effect. Seller has full limited liability company power and authority and all licenses, permits and authorizations necessary to carry on its business, to own and use the properties it owns or leases, to enter into and perform this Agreement, and to perform the obligations required to be performed hereunder and thereunder. Xxxxxxx has all requisite power and authority as sole member of Seller to enter into this Agreement, to perform the obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Xxxxxxx and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of Xxxxxxx, enforceable against Xxxxxxx in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
