1Organization and Good Standing. Buyer is a __________, duly organized, validly existing and in good standing under the laws of the State of ___________. Buyer has the requisite power and authority to own or lease and to operate and use its properties and to carry on its business as now conducted.
1Organization and Good Standing. (a)The Company was duly organized, is validly existing, and is in good standing (if the concept of good standing applies) under the laws of the State of Delaware. Copies of the Company’s Organizational Documents as of the Closing have been delivered or made available to Purchaser prior to the date of this Agreement, and no changes have been made to such Organizational Documents since the date of delivery.
1Organization and Good Standing. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware , with full corporate power and authority to carry on the Business as it is now and has since its organization been conducted and as proposed to be conducted, and to own, lease, operate and dispose of the Acquired Assets. Complete and accurate copies of the charter documents and bylaws of the Seller, with all amendments thereto to the date hereof, have been furnished to Buyer or its representatives.
1Organization and Good Standing. Buyer is a corporation, duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. Buyer is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary under the applicable law as a result of the conduct of its business or the ownership of its properties. Buyer has all necessary power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement.
1Organization and Good Standing. Each Seller is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. Subject to the limitations imposed on such Seller as a result of the Bankruptcy Cases, each Seller has the requisite corporate or similar power and authority to own or lease and to operate and use its properties and to carry on its business as presently conducted. Each Seller is not in default under or in violation of any provision of its organizational documents.
1Organization and Good Standing. (a)The Company was duly organized, is validly existing, and is in good standing (if the concept of good standing applies) under the laws of the State of California. Copies of the Company’s Organizational Documents as of the Closing have been delivered or made available to Purchaser prior to the date of this Agreement, and no changes have been made to such Organizational Documents since the date of delivery. The Company has not approved or proposed any amendment to any of the Organizational Documents. The Company is not in default under, or in violation of, any provision of the Organizational Documents.
1Organization and Good Standing. Each Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite power and authority under the laws of Delaware to carry on its business as it is now being conducted and to execute and deliver this Agreement and to consummate the transactions contemplated hereby.
1Organization and Good Standing. Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Purchaser (a) is duly qualified to conduct business under the laws of each jurisdiction in which the nature of its business, the operation of its assets or the ownership or leasing of its properties requires such qualification; and (b) has full power and authority required to carry on its business as now being conducted, in each case except where the failure to be so qualified or to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.
1Organization and Good Standing. EXAD is each a corporation duly organized, validly existing and in good standing under the laws of the state of its organization, and is entitled to own or lease its properties and to carry on its business as and in the places where such properties are now owned, leased or operated and such business is now conducted. EXAD is qualified to do business as a foreign entity in each jurisdiction, if any, in which its property or business requires such qualification.
1Organization and Good Standing. MBM Cleaners is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida, and is entitled to own or lease its properties and to carry on its business as and in the places where such properties are now owned, leased or operated and such business is now conducted. MBM Cleaners is qualified to do business as a foreign entity in each jurisdiction, if any, in which its property or business requires such qualification. MBM Cleaners does not have any subsidiaries.
