Existence, Qualification and Authority. (i) In respect of Holdings, Holdings is a limited liability company, duly organized, validly existing and in good standing under the laws of Delaware. The execution, delivery and performance by Holdings of this Agreement have been duly authorized by all necessary action. Holdings has the requisite power, authority and legal right to execute and deliver this Agreement and to consummate the transactions contemplated hereby.
Existence, Qualification and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of Ohio. The Company has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement have been duly authorized by all necessary action. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent such enforcement may be limited by applicable bankruptcy laws and other similar laws affecting creditors’ rights generally.
Existence, Qualification and Authority. Contractor shall provide to State any evidence required by State to demonstrate the existence, qualification, and authority of Contractor to execute this Agreement and to perform the acts necessary to carry out the Project. The Contractor has the requisite power, right, and legal authority to execute, deliver, and perform its obligations under this Agreement and has taken all action necessary to authorize the execution, delivery, performance, and observance of its obligations under this Agreement. This Agreement, when executed and delivered, shall constitute the legal, valid, and binding obligations of the Contractor enforceable against the Contractor in accordance with its respective terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar laws of general applicability affecting the enforcement of creditors' rights generally and (b) the application of general principles of equity without the joinder of any other party.
Existence, Qualification and Authority. (a) The PCB Management Trust is duly organized under the laws of Mexico, and the execution, delivery and performance by the PCB Management Trust of this Agreement has been duly authorized by all necessary action.
Existence, Qualification and Authority. (a) The Partnership is a limited partnership, duly organized, validly existing and in good standing under the laws of Delaware, and Pubco is a corporation duly organized, validly existing and in good standing under the laws of Delaware and each of the Partnership and Pubco has all requisite power and authority to own and operate its assets and carry on its business as currently conducted, except where any such failure to be so organized or existing or to have such power and authority has not had, and would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability of the Partnership or Pubco to consummate the transactions contemplated by this Agreement. Each of the Partnership and Pubco has the requisite power, authority and legal right to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of the Partnership and Pubco of this Agreement has been duly authorized by all necessary action.
Existence, Qualification and Authority. (a) HoldCo LLC is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware and each of GP Acquisition Corp. and the Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and each of HoldCo LLC, GP Acquisition Corp. and the Company has all requisite power and authority to own and operate its assets and carry on its business as currently conducted, except where any such failure to be so organized or existing or to have such power and authority has not had, and would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability of HoldCo LLC, GP Acquisition Corp. or the Company to consummate the transactions contemplated by this Agreement. Each of HoldCo LLC, GP Acquisition Corp. and the Company has the requisite power, authority and legal right to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of HoldCo LLC, GP Acquisition Corp. and the Company of this Agreement has been duly authorized by all necessary action.
Existence, Qualification and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware. The Company has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement have been duly authorized by all necessary action. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent such enforcement may be limited by applicable bankruptcy laws and other similar laws affecting creditors’ rights generally.
Existence, Qualification and Authority. MacDermid, Incorporated is a corporation duly organized, validly existing and in good standing under the laws of Connecticut. MacDermid, Incorporated has all requisite power and authority to execute and deliver this Agreement. This Agreement has been duly executed and delivered by MacDermid, Incorporated and constitutes the legal, valid and binding obligation of MacDermid, Incorporated, enforceable against MacDermid, Incorporated in accordance with its terms, except to the extent such enforcement may be limited by applicable bankruptcy laws and other similar laws affecting creditors’ rights generally.
Existence, Qualification and Authority. OF THE COMPANIES CAPSOL is a joint stock corporation duly incorporated, validly existing and in good standing under the laws of the Republic of Italy. OCIESSE is a limited liability company duly organized, validly existing and in good standing under the laws of the Republic of Italy. The Companies have all necessary power and authority to own and use their properties and to transact their business and possess all franchises, licenses and permits necessary and required therefor, and their business is conducted in compliance with all applicable governmental and other regulations, in particular environmental and safety regulations.
Existence, Qualification and Authority. (a) Each of PAS, PAd and Protego PE is, as of the date hereof, a sociedad anónima de capital variable and, as of the Closing Date, will be an SRL, in each case, duly organized and validly existing under the laws of Mexico. Each of PCB, CB Servicios and BD Protego is a sociedad anónima de capital variable, duly organized and validly existing under the laws of Mexico. Each of Protego SI and Protego Servicios is a sociedad civil, duly organized and validly existing under the laws of Mexico, and Sedna is an SRL, duly organized and validly existing under the laws of Mexico. Each of DAI and the DAI GP is a limited partnership, duly organized and validly existing under the laws of Ontario. Each of the Protego Entities, DAI and the DAI GP has the requisite power and authority to own and operate its assets and carry on its business as currently conducted, except where any such failure to be so organized or existing or to have such power and authority has not had, and would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect with respect to the Protego Entities. Mexico is the sole jurisdiction in which any of the Protego Entities is authorized to do business. Each of Aggero and Acentus is a sociedad civil, duly organized and validly existing under the laws of Mexico. BD Protego has not conducted any broker-dealer activities and has not applied for any license or registration, and has not been licensed or registered, to operate as a broker-dealer in any jurisdiction.
