Organization; Power; Good Standing. Redeveloper is a Nebraska limited liability company, duly organized and validly existing in good standing under the laws of Nebraska. Redeveloper is qualified to do business in the State of Nebraska and has all requisite power and authority to own and operate its properties and carry on its business as now being conducted and to enter into this Redevelopment Agreement and perform the obligations hereunder.
Organization; Power; Good Standing. Seller is a Nebraska political subdivision duly organized and existing, pursuant to the laws of the State of Nebraska. Seller has all requisite power and authority to own and operate the Property and carry on its business as now being conducted and to enter into and perform this Agreement.
Organization; Power; Good Standing. Buyer is a political subdivision duly organized and in good standing under the laws of the State of Nebraska and has all requisite power and authority to carry on its business as now being conducted and to enter into and perform this Agreement.
Organization; Power; Good Standing. Redeveloper is a limited liability company duly organized and validly existing in good standing under the laws of Utah. Redeveloper is qualified to do business in the State of Nebraska and has all requisite power and authority to own and operate their properties and carry on its business as now being conducted and to enter into this Agreement and perform the obligations hereunder.
Organization; Power; Good Standing. Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all requisite corporate power and authority to own the Shares and to enter into this Agreement and all other agreements and instruments it is required to execute and deliver pursuant hereto, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby.
Organization; Power; Good Standing. The Seller is a corporation ---------------------------------- duly organized, validly existing and in good standing under the laws of the State of Delaware. The Seller has all requisite corporate power and authority to own, operate and lease its properties, to carry on its business as now being conducted and to enter into this Agreement and perform its obligations hereunder. The copies of the Articles of Incorporation and Bylaws of the Seller, as amended as of the date hereof, which have been delivered by the Seller to the Buyer, are complete and correct. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each of the jurisdictions listed in Section 4.1 of the Disclosure Schedule (the "Disclosure Schedule") -------------------------------------- that has been executed and delivered by the parties concurrently with the execution and delivery of this Agreement and the Seller has not failed to qualify in any other jurisdiction in which property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary except where such failure would materially and adversely affect its business and operations. Seller is currently performing services in the jurisdictions identified as jurisdictions in which it is performing services in Section 4.1 of the Disclosure Schedule. --------------------------------------
Organization; Power; Good Standing. Asyst Technologies, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of California, Asyst Automation, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, each of the Sellers has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the failure so to qualify could have a material adverse effect on Sellers, taken as a whole, or the Assets.
Organization; Power; Good Standing. Buyer is a company duly organized, validly existing and in good standing under the laws of the State of California, has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the failure so to qualify could have a material adverse effect on the business, assets, operations or financial condition of Buyer.
Organization; Power; Good Standing. Purchaser is a newly formed corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Purchaser has not conducted or owned, and will not conduct or own, any material business or properties prior to the Closing, except pursuant to this Agreement. Purchaser has all requisite power and authority to own, operate and lease its properties and to carry on its business as now being conducted. Purchaser has not failed to qualify in any jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except for any state wherein the failure to be so qualified will not have a material adverse effect on the obligations of Purchaser under this Agreement.
Organization; Power; Good Standing. Block 85, Booth Fishery and Airspace are limited liability companies duly organized and validly existing in good standing under the laws of Nebraska. Block 85, Booth Fishery and Airspace are qualified to do business in the State of Nebraska and have all requisite power and authority to own and operate their properties and carry on its business as now being conducted and to enter into this Amended Agreement and perform the obligations hereunder.
