Organization; Standing; Authorization; Capacity. Each Seller is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of its state of formation as designated on Exhibit B, with all requisite power and authority to own the Acquired Assets and to conduct the Business as it is now being conducted and is presently proposed (by Sellers) to be conducted. Each Seller is duly qualified to conduct business and is in good standing in each jurisdiction in which the nature of its business or location of its properties makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement by Sellers have been duly and effectively authorized by all necessary action on the part of Sellers, including authorization by the board of directors/managers (as applicable) of each Seller, and no further action or Consent is required in connection with such execution, delivery and performance of this Agreement by Sellers. This Agreement has been duly executed and delivered by each Seller, and constitutes the valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms.
Organization; Standing; Authorization; Capacity. (a) Each Seller is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of their formation, with all requisite corporate or limited liability company power and authority to own and to conduct the Business as it is now being conducted. The execution, delivery and performance of this Agreement by Seller have been duly and effectively authorized by the board of directors or managers and the stockholders or members, as applicable, of each Seller, and no further action or other authorization or consent is required. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.
Organization; Standing; Authorization; Capacity. (a) SCI Louisiana is a corporation duly organized, validly existing and in good standing under the Laws of the State of Louisiana, with all requisite corporate power and authority to own and to conduct the SCI Business as it is now being conducted. The execution, delivery and performance of this Agreement by SCI Louisiana have been duly and effectively authorized by the board of directors of SCI Louisiana, and no further action or other authorization or consent is required. This Agreement has been duly executed and delivered by SCI Louisiana and constitutes the valid and binding obligation of SCI Louisiana. (b)
Organization; Standing; Authorization; Capacity. (a) Each Seller is a corporation duly organized, validly existing and in good standing under the laws of California, with all requisite corporate power and authority to own and to conduct the Business as it is now being conducted. The execution, delivery and performance of this Agreement by Seller have been duly and effectively authorized by the board of directors and the stockholders of each Seller, and no further action or other authorization or consent is required. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.
Organization; Standing; Authorization; Capacity. (a) Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to own and to conduct its business as it is now being conducted
Organization; Standing; Authorization; Capacity. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California, with all requisite corporate power and authority to own and to conduct the Business as it is now being conducted. By the 15th day after the later of (i) the date of this Agreement or (ii) the Alderwoods Merger Closing Date (the “Approval Date”), the execution, delivery and performance of this Agreement by Seller shall have been duly and effectively authorized by the board of directors of Seller, and no further action or other authorization or consent is required. Seller shall take all commercially reasonable actions necessary to obtain such board authorization by the Approval Date, and shall provide written evidence thereof to Buyer by the Approval Date. This Agreement has been duly executed and delivered by Seller, and subject to the contemplated board authorization referenced above, constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.
Organization; Standing; Authorization; Capacity. Each of Seller and SCI is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of its state of formation as designated in the introductory paragraph of this agreement, with all requisite power and authority to own the Acquired Assets and to conduct the Business as it is now being conducted and is presently proposed (by Seller and SCI) to be conducted. Each of Seller and SCI is duly qualified to conduct business and is in good standing in each jurisdiction in which the nature of its business or location of its properties makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement by each of Seller and SCI has been duly and effectively authorized by all necessary action on the part of Seller and SCI, including authorization by the board of directors or board of managers, as applicable, of each of Seller and SCI, and no further action or Consent is required in connection with such execution, delivery and performance of this Agreement by Seller or SCI. This Agreement has been duly executed and delivered by Seller and SCI, and constitutes the valid and binding obligation of each of Seller and SCI, enforceable against Seller and SCI in accordance with its terms.
Organization; Standing; Authorization; Capacity. Ansure, the Asset Sellers and each of the Companies is a corporation or limited liability company which is presently in receivership before the Xxxxxxx County, Indiana Circuit Court in case no. 41C01 - 0801 - MF – 00001 (the “Receivership”). Chapel Hill Associates, Inc. is also the subject of a conservatorship in the State of Michigan (the “Conservatorship”). Each of Ansure, the Asset Sellers and each of the Companies is a duly organized, validly existing and in good standing under the laws of its state of incorporation or formation, and except for the constraints of the Receivership and the Conservatorship has all requisite power and authority to own their respective assets and properties, as applicable, including the Acquired Assets, and to conduct the Owned Business as it is now being conducted and is presently proposed (by Sellers) to be conducted. Each of Ansure, the Asset Sellers and the Companies is duly qualified to conduct business and is in good standing in each jurisdiction in which the nature of its business or location of its properties makes such qualification necessary, except for the State of Ohio. Subject to the approval of the Receivership Court and the Conservatorship Court, the execution, delivery and performance of this Agreement and the documents contemplated hereby by Sellers and the Companies have been duly and effectively authorized by all necessary action on the part of Sellers and the Companies, including authorization by the managers of Ansure, and no further action or Consent is required in connection with such execution, delivery and performance of this Agreement, by Sellers and the Companies. This Agreement, and the documents contemplated hereby have been duly executed and delivered by Sellers and the Companies and constitute the valid and binding obligation of Sellers and the Companies enforceable against them in accordance with their terms. Any portion of this agreement which requires the Receiver to make (i) any transfer of tangible or intangible property, (ii) any disclosure or, (iii) any warranty or representation regarding any of the Companies is not intended to apply to Chapel Hill Associates, Inc., other than that the Receivership Court has authorized the Receiver to transfer any interest of the Receivership in such entity to the Buyer.
Organization; Standing; Authorization; Capacity. (a) Each Seller is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of their respective formation, and is qualified to transact business in the State of California, and has all requisite corporate or limited liability company power and authority to own and to conduct the Business as it is now being conducted. The execution, delivery and performance of this Agreement by the Seller has been duly and effectively authorized by the board of directors or managers and the stockholders or members, as applicable, of each Seller, and no further action or other authorization or consent is required. Each of this Agreement and the ancillary agreements contemplated hereby, has been duly executed and delivered by the Seller and constitutes the valid and binding obligation of the Seller, enforceable against the Seller in accordance with their respective terms.
Organization; Standing; Authorization; Capacity. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Iowa, with all requisite corporate power and authority to conduct its business as it is now being conducted. The execution, delivery and performance of this Agreement by Seller have been duly and effectively authorized by Seller, and no further action or other authorization or consent is required. This Agreement has been duly executed and delivered by Seller, and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.
