Corporate Existence and Power of Seller. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Texas. Except as set forth on the attached Schedules, Seller has the corporate power and authority to own and use its assets and to transact the business in which it is engaged, holds all franchises, licenses and permits necessary and required therefore, is duly licensed or qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such license or qualification is required. Seller has the corporate power to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.
Corporate Existence and Power of Seller. (a) True and complete copies of the articles of incorporation and bylaws and all amendments thereto of Seller, have been delivered to Buyer. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of its incorporation.
Corporate Existence and Power of Seller. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of Nevis. Except as set forth on the attached Schedules, Seller has the corporate power and authority to own and use its assets and to transact the business in which it is engaged, holds all franchises, licenses and permits necessary and required therefore, is duly licensed or qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such license or qualification is required. Seller has the corporate power to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.
Corporate Existence and Power of Seller. (a) True and complete copies of the articles or certificate of incorporation and bylaws and all amendments thereto of each Seller Company, certified by its secretary, are attached as Schedule 3.1. Each Seller Company is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdictions indicated therein.
Corporate Existence and Power of Seller. Seller is a limited liability company validly existing and in good standing under the Laws of the State of Wyoming. Seller has the requisite power and authority to own its assets and to carry on its business and has made all necessary filings under all applicable corporate, securities and taxation laws or any other laws to which Seller is subject. Seller has the power, authority and right to enter into and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated by this Agreement. There is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon Seller to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Assets other than pursuant to the provisions of this Agreement.
Corporate Existence and Power of Seller and the Members of the Company Group. Each of the Seller and the members of the Company Group is a limited liability company, corporation or limited partnership, as appropriate, duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized. True and correct copies of the organizational documents of Seller and the members of the Company Group, each as amended to date, have been delivered or made available to Buyer Each of the Seller and the members of the Company Group (i) has all requisite powers and authority required to carry on its business as now conducted, and (ii) is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of its business make such qualification necessary, except where the failure to be so qualified, licensed and in good standing would not have a Material Adverse Effect on the Company.
Corporate Existence and Power of Seller. (a) True and complete copies of the articles or certificate of incorporation and bylaws and all amendments thereto of each Seller Company, certified by its secretary, are attached as Schedule 3.1. Each Seller Company is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdictions indicated therein. (b) Each Seller Company has the corporate power and authority, and each other Seller Group Person has the legal power and authority, to own and use its Assets and to transact the business in which it is engaged, holds all franchises, licenses and permits necessary and required therefor. Further, each Seller Company is duly licensed or qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such license or qualification is required, except where the failure to be so qualified could not be reasonably expected to have a material adverse effect on such Seller Company. Each Seller Company has the corporate power, and each other Seller Group Person has the legal power, to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. 3.2
Corporate Existence and Power of Seller. Seller represents and warrants to Buyer that it is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Illinois, and has all requisite powers and all licenses, authorizations, consents and approvals required to carry on its business as now conducted.
Corporate Existence and Power of Seller. (a) Seller is a société anonyme duly incorporated and validly existing under the Laws of France and has all requisite power and authority to own and operate its properties and assets and to carry on its business as presently conducted.
Corporate Existence and Power of Seller. Seller is a limited liability company validly existing and in good standing under the Laws of the State of Delaware. Previously, Seller was a corporation existing under the Laws of New Jersey. The entirety of the business and assets of Asarco, Incorporated, including without limitation, the Business, was transferred to the Delaware limited liability company in a corporate reorganization, effected as of February 17, 2005. All Assets, Liabilities, Authorizations and Contracts of Seller were transferred to the Delaware limited liability company pursuant to the reorganization, and there is no liability or impediment to Seller in conducting the Business as previously conducted, or in selling the Business to Buyer as contemplated herein, by virtue of such reorganization. Seller has the corporate power to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.
