Organization, Qualification, and Company Power. Each of VBV and the VBV Subsidiaries are manager-managed limited liability companies duly organized, validly existing, and in good standing under the laws of the jurisdiction of their formation. Each of VBV and the VBV Subsidiaries is duly qualified or licensed to conduct business and is in good standing under the laws of each jurisdiction where such qualification or license is required, except where the lack of such qualification or license would not have a Material Adverse Effect. Each of VBV and the VBV Subsidiaries has the requisite limited liability company power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it. Section 3.2(a) of the VBV Disclosure Schedule lists the directors and officers of VBV and each of its Subsidiaries.
Organization, Qualification, and Company Power. Each of Javelina Land and Javelina GP is a limited liability company duly organized, validly existing and is in good standing under the laws of the State of Delaware. Javelina Holding is a limited partnership duly organized, validly existing and is in good standing under the laws of the State of Delaware. Each Javelina Partnership is a general partnership duly organized and validly existing under the laws of the State of Texas. Each of Javelina Land, Javelina GP and Javelina Holding is duly qualified or authorized to do business and is in good standing under the Laws of the State of Texas. Each Acquired Company has full power and authority to carry on the businesses in which it is engaged (as such businesses are presently conducted) and to own, lease and use the properties and assets owned, leased and used by it in the State of Texas. The Seller has provided the Buyer with complete copies (including all amendments, restatements and other modifications) of the Organizational Documents of each Acquired Company as in effect on the date of this Agreement.
Organization, Qualification, and Company Power. Javelina GP is a limited liability company duly organized, validly existing and is in good standing under the laws of the State of Delaware. Javelina Holding is a limited partnership duly organized, validly existing and is in good standing under the laws of the State of Oklahoma. Each Javelina Partnership is a general partnership duly organized and validly existing under the laws of the State of Texas. Each of Javelina GP and Javelina Holding is duly qualified or authorized to do business and is in good standing under the Laws of the State of Texas. Each Acquired Company has full power and authority to carry on the businesses in which it is engaged (as such businesses are presently conducted) and to own, lease and use the properties and assets owned, leased and used by it in the State of Texas. The Seller has provided the Buyer with complete copies (including all amendments, restatements and other modifications) of the Organizational Documents of each Acquired Company as in effect on the date of this Agreement.
Organization, Qualification, and Company Power. Each Acquired Company is a general partnership duly organized and validly existing under the laws of the State of Texas. Each Acquired Company has full power and authority to carry on the businesses in which it is engaged (as such businesses are presently conducted) and to own, lease and use the properties and assets owned, leased and used by it in the State of Texas. The Seller has provided the Buyer with complete copies (including all amendments, restatements and other modifications) of the Organizational Documents of each Acquired Company as in effect on the date of this Agreement.
Organization, Qualification, and Company Power. Each Target is a limited liability company duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization. Each Target is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Each Target has full company power and authority to carry on the business in which they are engaged and to own and use the properties owned and used by them. Section 4(a) of the Disclosure Schedule lists the managers and officers of each Target.
Organization, Qualification, and Company Power. Elemetal is a limited liability company duly organized, validly existing and in limited liability company good standing under the laws of the State of Delaware.
Organization, Qualification, and Company Power. (i) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the Philippines.
Organization, Qualification, and Company Power. The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Maine. The Company has full power and authority and all licenses, permits and authorizations necessary to carry on the businesses in which it is currently engaged and to own and use the properties owned and used by it. Section 4.1 of the Disclosure Schedule lists all of the managers, officers and members of the Company, as of the date immediately preceding the Closing Date. The Company has made available to the Acquiring Companies correct and complete copies of the minute book, articles of organization and the operating agreement of the Company, as amended to date. Copies of the minute book (containing the records of meetings of the members, managers and any committees) of the Company are correct and complete in all material respects and will have been delivered to PainCare prior to or at the Closing. The Company is not in default under or in violation of any provision of its articles of organization or operating agreement.
Organization, Qualification, and Company Power. Each Acquired Company is a limited liability company or limited partnership, as the case may be, duly organized, validly existing, and in good standing under the Laws of the State of its respective organization. Each such Acquired Company has full power and authority to carry on the businesses in which it is engaged (as such businesses are presently conducted) and to own, lease and use the properties and assets owned, leased and used by it, except where the lack of such power and authority would not have an adverse effect in any material respect on the ability of any Seller Party to consummate the transactions contemplated hereby. The Seller has provided the Buyer with correct and complete copies (including all amendments, restatements and other modifications) of the Organizational Documents of each Acquired Company as in effect on the date of this Agreement. No Acquired Company is in breach or violation of any provision of its respective or the Partnership’s Organizational Documents. Except as set forth on Schedule 4(b)(i), none of the Acquired Companies need give any notice to, make any filing with, or obtain any waiver, Permit, order, authorization, consent, or approval of any Governmental Authority or any other Person in order to consummate the transactions contemplated by this Agreement or any other Transaction Document to which any Acquired Company is a party, except for such notices, filings, authorizations, consents or approvals as would not have an adverse effect in any material respect on the ability of any Seller Party to consummate the transactions contemplated hereby.
Organization, Qualification, and Company Power. The Partnership is a general partnership duly organized, validly existing, and in good standing under the Laws of the State of Delaware. To the Seller’s Knowledge, (x) the Partnership has full partnership power and authority to carry on the businesses in which it is engaged (as such businesses are presently conducted) and to own, lease and use the properties and assets owned, leased and used by it and (y) the Partnership need not give any notice to, make any filing with, or obtain any waiver, Permit, order, authorization, consent, or approval of any Governmental Authority or any other Person in order to consummate the transactions contemplated by this Agreement or any other Transaction Document.
