Seller's Organization and Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and lawful authority to carry on the Business as it is currently being conducted. Seller is duly qualified or licensed to do business as a foreign corporation and is in good standing as a foreign corporation in each jurisdiction in which the ownership, operation or lease of the Assets or the conduct of the Business by Seller requires qualification or licensing to do business as a foreign corporation and in which the failure to so qualify would have a Material Adverse Effect. 5.2
Seller's Organization and Authority. Seller (i) is duly organized and existing under the laws of the State of California; (ii) is authorized to enter into the transaction contemplated by this Agreement; (iii) has the power and authority to enter into this Agreement; and (iv) has not filed, voluntarily or involuntarily, for bankruptcy relief within the six (6)-month period preceding the Effective Date.
Seller's Organization and Authority. Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and lawful authority to carry on the TranXact Service as it is currently being conducted. Seller is duly qualified or licensed to do business as a foreign limited partnership and is in good standing in each jurisdiction in which the conduct of the TranXact Service requires qualification or licensing to do business as a foreign limited partnership.
Seller's Organization and Authority. Seller exists as a corporation in good standing under the laws of Delaware. Seller has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Regulatory Approvals, to carry out its obligations hereunder. The execution and delivery of this Agreement and the performance of Seller's obligations hereunder shall be evidenced at the Closing by execution of the Closing documents and transfer of the Shares, and, except for the Regulatory Approvals, no other proceedings on the part of Seller are necessary to authorize such execution, delivery and performance. This Agreement has been duly executed and delivered by, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with the terms hereof, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, preferential transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally or general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Seller's Organization and Authority. RELATIVE TO THIS AGREEMENT. Seller is a partnership duly organized, validly existing and in good standing as a domestic partnership under the laws of the State of Texas and has full power and authority to enter into, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all requisite action, and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and constitutes a legally valid and binding obligation of Seller, enforceable in accordance with its terms.
Seller's Organization and Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas; has full corporate power and authority to carry on Seller's Business as it is now being conducted and to own, lease and operate its properties and assets and has full corporate power and authority to enter into, execute and deliver, and to perform its obligations under, this Agreement and all other agreements, instruments and documents referred to herein or contemplated hereby. Seller has delivered to Buyer copies of Seller's Articles of Incorporation and Bylaws, as currently in effect.
Seller's Organization and Authority. Each Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and lawful authority to carry on its business as it is currently being conducted and all necessary licenses and permits material to its business as it is currently being conducted, and to own, operate and lease the Assets. Each Seller is duly qualified or licensed to do business as a foreign corporation and is in good standing as a foreign corporation in each jurisdiction in which the ownership, operation or lease of the Assets or the conduct of its business or location of its properties requires qualification or licensing to do business as a foreign corporation and in which the failure so to qualify could have a material adverse effect on either Seller or the Assets. 6.2
Seller's Organization and Authority. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Kansas. Seller has the power to execute and deliver this Agreement and all other agreements to be executed by Seller in connection herewith and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and any other agreement or instrument to be executed and delivered by Seller in connection herewith will not violate or breach any provision of any mortgage, trust indenture, lien, lease, agreement, instrument, order, judgment, law, statute, regulation, ordinance, decree, Seller’s articles of incorporation or bylaws, or other restriction of any kind or character to which Seller is subject or by which any of its property is bound. This Agreement and all other agreements to be executed by Seller in connection herewith have been duly authorized, executed and delivered by Seller and are valid, binding and enforceable against Seller in accordance with their terms.
Seller's Organization and Authority. Each Seller is a corporation duly organized and validly existing under the law of its jurisdiction of incorporation and has the full power and authority to enter into and to perform this agreement.
Seller's Organization and Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois; has full corporate power and authority to carry on Seller's Business as it is now being conducted and to own, lease and operate its properties and assets and has full corporate power and authority to enter into, execute and deliver, and to perform its obligations under, this Agreement and all other agreements, instruments and documents referred to herein or contemplated hereby. Seller has delivered to Buyer copies of Seller's Articles of Incorporation and Bylaws, as currently in effect.
