Organization, Standing, Power and Authority. The Buyer is a corporation duly organized and in good standing under the laws of the jurisdiction in which it is incorporated and in which it is doing business, and has full power and authority to execute, deliver and perform its obligations under this Agreement and each other agreement or document executed or to be executed by it in connection herewith, and to consummate the transactions contemplated hereby and thereby. The Buyer and each of its Affiliates that sign this Agreement and/or the Franchise Agreement meet all of the standards for, and requirements of, franchisees of PHI, including without limitation the standards set forth in the Manual (as defined in the Franchise Agreement) and the requirements set forth on Schedule 3.1 hereto. This Agreement has been, and each other agreement or document to be executed by the Buyer in connection herewith will be, duly executed and delivered by the Buyer and constitutes, or will constitute, a legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
Organization, Standing, Power and Authority. Each of Intek and MUSA is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Intek and MUSA has all requisite corporate power and authority to make and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Intek or its assignee of any of the Acquired Assets, as the case may be, in connection with the consummation of the transactions contemplated by this Agreement and by the Intek Assignment Agreement (collectively with this Agreement, the "Intek Documents"). Except as set forth on Schedule 6.2(a), each of Intek and MUSA is duly qualified and authorized to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification (all of which jurisdictions are listed on Schedule 6.2(a) of the Intek Disclosure Schedules), except where the failure to be so qualified or authorized could not reasonably be expected to have a Material Adverse Effect on Intek or MUSA, as the case may be. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been, and prior to the Closing the execution of each of the other Intek Documents, and the consummation of the transaction contemplated thereby will be, duly approved by unanimous vote of the Special Committee of the Board of Directors of Intek and by the unanimous vote of the Board of Directors of MUSA, and no other corporate proceedings on the part of Intek or MUSA are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been, and prior to the Closing each of the other Intek Documents will be, duly executed and delivered by, and constitutes, or will constitute, a valid and binding obligation of, Intek and MUSA, to the extent that either is a party to such Intek Document, enforceable against Intek and MUSA in accordance with its terms, subject to the Bankruptcy Exception.
Organization, Standing, Power and Authority. Seller is a corporation ------------------------------------------- duly organized, validly existing and in good standing under the laws of the State of Florida, and each of the Purchased Subsidiaries is an entity duly organized and validly existing an in good standing under the laws of the country of its organization. Seller and each of the Purchased Subsidiaries has all requisite corporate or company power and authority to own, lease and operate its properties, to carry on its business as now being conducted, and Seller has, subject to the applicable provisions of bankruptcy law and to Seller's obtaining the Approval Order, all corporate power and authority to execute, deliver and perform this Agreement and all writings relating hereto. Seller has delivered, or has caused to be delivered, to Buyer complete and correct copies of each of the Seller's and each Purchased Subsidiaries' organizational documents, including all amendments thereto, as in effect as of the date of this Agreement.
Organization, Standing, Power and Authority. FSC is duly organized, validly existing and in good standing under the laws of the state of its organization, is qualified to do business and is in good standing in all jurisdictions in which it conducts its business, and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each other agreement or document executed or to be executed by FSC in connection herewith, and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each other agreement or document to be executed by FSC in connection herewith will be, duly executed and delivered by FSC and enforceable against FSC in accordance with its terms.
Organization, Standing, Power and Authority. FMS is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Florida. FMS has corporate power and authority to conduct its business as presently conducted by it and to enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement. FMS is duly qualified to do business as a foreign corporation doing business in each state in which it transacts business and where the failure to be so qualified and in good standing would have a material adverse effect on FMS or its business. FMS does not have an ownership interest in any corporation, partnership (general or limited), limited liability company or other entity, whether foreign or domestic (collectively such ownership interests including capital stock). The execution and delivery of this Agreement, the execution and delivery of each Closing Document to which FMS is a party, and the performance by FMS of its obligations thereunder, are within the powers of FMS, and have been authorized by all necessary action properly taken, have received all necessary governmental approvals, if any were required, and do not contravene or conflict with any current provision of any material law, any applicable judgment, ordinance, regulation or order of any court or governmental agency, the Articles of Incorporation, By-Laws Shareholder Agreement of FMS or any agreement binding upon FMS The FMS Shareholder and Officer executing this Agreement and Closing Documents are duly authorized to act on behalf of FMS.
Organization, Standing, Power and Authority. NPC is a corporation duly organized and in good standing under the laws of the jurisdiction in which it is incorporated and in which it is doing business, and has full power and authority to execute, deliver and perform its obligations under this Agreement and each other agreement or document executed or to be executed by it in connection herewith, and to consummate the transactions contemplated hereby and thereby. NPC meets all of the standards for, and requirements of, franchisees of PHI, including without limitation the standards set forth in the Manual (as defined in the Franchise Agreement) and the requirements set forth on Schedule 4.1 hereto. This Agreement has been, and each other agreement or document to be executed by NPC in connection herewith will be, duly executed and delivered by NPC and constitutes, _________________________
Organization, Standing, Power and Authority. MIC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. MIC has all requisite corporate power and authority to operate the U.S. LMR Distribution Business as it is now conducted, and to enter and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by MIC in connection with the consummation of the transactions contemplated by this Agreement (together with this Agreement, the "MIC Documents"). MIC is duly qualified or authorized to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of the U.S. LMR Distribution Business or the ownership of its properties requires such qualification (all of which jurisdictions are listed on Schedule 6.1(a) of the MIC Disclosure Schedules), except where the failure to be so qualified or authorized could not reasonably be expected to have a Material Adverse Effect on the U.S. LMR Distribution Business or the Acquired Assets.
Organization, Standing, Power and Authority. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own, lease, and operate all properties and assets to be owned or leased by it, and to conduct the business proposed to be conducted by it.
Organization, Standing, Power and Authority. NPC is a corporation duly organized and in good standing under the laws of the jurisdiction in which it is incorporated and in which it is doing business, and has full power and authority to execute, deliver and perform its obligations under this Agreement and each other agreement or document executed or to be executed by it in connection herewith, and to consummate the transactions contemplated hereby and thereby. NPC meets all of the standards for, and requirements of, franchisees of PHI, including without limitation the standards set forth in the Manual (as defined in the Franchise Agreement) and the requirements set forth on Schedule 4.1 hereto. This Agreement has been, and each other agreement or document to be executed by NPC in connection herewith will be, duly executed and delivered by NPC and constitutes, or will constitute, a legal, valid and binding obligation of NPC, enforceable against NPC in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
