Organization; Power; Authority. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, with full power and authority to carry on the Business as now being conducted and to own, operate and lease (as the case may be) the Assets and to perform all of its obligations. Seller has the corporate power and authority to sell, assign, transfer, convey and deliver to Purchaser the Assets as contemplated by this Agreement, and the execution, delivery and performance of this Agreement and the Contemplated Transactions have been properly and duly authorized by Seller. Shareholder has the authority to enter into this Agreement and consummate the Contemplated Transactions. This Agreement and all other agreements executed in connection with the Contemplated Transactions constitute, or will constitute upon execution, the legal, valid and binding obligations of Seller and Shareholder, enforceable in accordance with their respective terms.
Organization; Power; Authority. Such Seller is a natural person or a legal entity of the type set forth next to such Seller’s name on the signature page hereto. Such Seller has taken, or shall take prior to the Closing, all actions necessary for the authorization, execution, delivery and performance of this Agreement. If such Seller is not a natural Person, such Seller has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to (a) execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby and (b) enter into this Agreement to consummate the transactions contemplated hereby and thereby, and to sell and transfer such Seller’s Shares without the consent or approval of any other person. If such Seller is a natural person, he or she is competent and has all requisite legal capacity, power and authority to (a) execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby and (b) enter into this Agreement to consummate the transactions contemplated hereby, and to sell and transfer such Seller’s Shares without the consent or approval of any other person.
Organization; Power; Authority. Each Loan Party is a ------------------------------ corporation validly organized and existing and in good standing under the laws of the state of its incorporation, is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction where the nature of its business makes such qualification necessary and where the failure to so qualify would reasonably be expected to have a Materially Adverse Effect and has full power and authority to own and hold under lease its property and conduct its business substantially as presently conducted by it. Each Loan Party has full power and authority to enter into and to perform its obligations under this Agreement and each Loan Document to which each is a party and to obtain the Loans hereunder, in the case of the Borrower.
Organization; Power; Authority. Seller is a limited liability company organized, validly existing, and in good standing under the laws of the State of Georgia, with full power and authority to carry on the Business as now being conducted and to own, operate and lease (as the case may be) the Assets and to perform all of its obligations. Seller has the power and authority to sell, assign, transfer, convey and deliver to Purchaser the Assets as contemplated by this Agreement, and the execution, delivery and performance of this Agreement and the Contemplated Transactions have been properly and duly authorized by Seller. Members have the authority to enter into this Agreement and consummate the Contemplated Transactions. This Agreement and all other agreements executed in connection with the Contemplated Transactions constitute, or will constitute upon execution, the legal, valid and binding obligations of Seller and Members, enforceable in accordance with their respective terms.
Organization; Power; Authority. Each of Auto Express an JK Express is a limited liability company organized, validly existing, and in good standing under the laws of the State of Georgia, with full limited liability company power and authority to carry on the Business as now being conducted and to own, operate and lease (as the case may be) the Assets and to perform all of its obligations. Each of Auto Express and JK Express is qualified to do business as a foreign limited liability company and is in good standing in every jurisdiction in which the character of the properties and assets owned or leased by them or the nature of the business conducted by them makes such qualification necessary. Each Seller has the power and authority to sell, assign, transfer, convey and deliver to Purchaser the Assets as contemplated by this Agreement, and the execution, delivery and performance of this Agreement and the Contemplated Transactions have been properly and duly authorized by Seller. Seller has no subsidiaries. This Agreement and all other agreements executed in connection with the Contemplated Transactions constitute, or will constitute upon execution, the legal, valid and binding obligations of Seller, enforceable in accordance with their respective terms.
Organization; Power; Authority. Target, and each of its subsidiaries, is a corporation or limited liability company organized, validly existing, and in good standing under the laws of the State of Delaware, with full corporate power and authority to carry on the Business as now being conducted and to own, operate and lease (as the case may be) its assets and to perform all of its obligations. Schedule 3.1 contains a complete list of the jurisdictions in which Target is qualified to do business. Except as noted on Schedule 3.1, Target is qualified to do business as a foreign corporation and is in good standing in every jurisdiction in which the character of the properties and assets owned or leased by Target or the nature of the business conducted by Target makes such qualification necessary, except where the failure to so qualify would not have a material adverse effect on the financial condition, results of operations or business of the Target. Except as set forth on Schedule 3.1, Target has no subsidiaries. The Target has delivered to the Purchaser correct and complete copies of the Organizational Documents of Target (as amended to date). The minute book (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate book, and the stock record book of Target are correct and complete. Target is not in default under or in violation of any provision of its Organizational Documents.
Organization; Power; Authority. ETC The Guarantor is a corporation validly organized and existing and in good standing under the laws of the State of Delaware and has corporate power and authority to own its property and assets and to carry on its business in every jurisdiction where such qualification is necessary except where the failure to so qualify would not result in a material adverse effect on the business, assets, operations or condition (financial or otherwise) of the Guarantor and its Subsidiaries on a consolidated basis. The Guarantor has corporate power and authority to enter into and perform its obligations under this Agreement executed or to be executed by it.
Organization; Power; Authority. NCP is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Connecticut, with full power and authority to carry on the Business as now being conducted and to own, operate and lease (as the case may be) the Assets and to perform all of its obligations. Sellers have the corporate power and authority to sell, assign, transfer, convey and deliver to Purchaser the Assets as contemplated by this Agreement, and the execution, delivery and performance of this Agreement and the Contemplated Transactions have been properly and duly authorized by Sellers. Shareholders have the authority to enter into this Agreement and consummate the Contemplated Transactions. This Agreement and all other agreements executed in connection with the Contemplated Transactions constitute, or will constitute upon execution, the legal, valid and binding obligations of Sellers and Shareholders, enforceable in accordance with their respective terms.
Organization; Power; Authority. Distributor, if other than an individual, and Company are duly organized and existing and in good standing under the laws of the state and country of its organization and is entitled to own or lease its properties and to carry on its business as and in the places where such properties are now owned, leased or operated, or such business is now conducted. Distributor and Company have full power and authority to provide the services specified herein and all corporate and other proceedings necessary to be taken by Distributor and Company, respectively, in connection with the transactions provided for by this Agreement and necessary to make the same effective have been duly and validly taken, and this Agreement has been duly and validly executed and delivered by Distributor and Company, respectively, and constitutes a valid and binding obligation of Distributor and Company, respectively, in accordance with their terms subject to the laws regarding creditors rights, bankruptcy and general principles of equity. ***** CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS
Organization; Power; Authority. Seller is a limited liability company organized, validly existing, and in good standing under the laws of the State of Georgia, with full limited liability company power and authority to carry on the Business as now being conducted and to own, operate and lease (as the case may be) the Assets and to perform all of its obligations. Seller is qualified to do business as a foreign limited liability company and is in good standing in every jurisdiction in which the character of the properties and assets owned or leased by Seller or the nature of the business conducted by Seller makes such qualification necessary. Seller has the power and authority to sell, assign, transfer, convey and deliver to Purchaser the Assets as contemplated by this Agreement, and the execution, delivery and performance of this Agreement and the Contemplated Transactions have been properly and duly authorized by Seller. Seller has no subsidiaries. This Agreement and all other agreements executed in connection with the Contemplated Transactions constitute, or will constitute upon execution, the legal, valid and binding obligations of Seller, enforceable in accordance with their respective terms.
