Good Standing; Power and Authority. The Manager (i) has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware; (ii) has power and authority to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and (iii) is duly qualified as a foreign corporation to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of its business, except in cases of clauses (ii) and (iii), where the failure to have such power and authority or to be so qualified would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the earnings, business, operations or condition (financial or other) of the Manager (a “Manager Material Adverse Effect”).
Good Standing; Power and Authority. Such Selling Stockholder (i) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its respective organization; (ii) has power and authority to enter into and perform its obligations under this Agreement; and (iii) is duly qualified as a foreign corporation to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of its business.
Good Standing; Power and Authority. Each of Aytu and the Borrower is validly existing as a corporation in good standing under the laws of the state of Delaware. Aytu and its Subsidiaries have full power and authority to own their properties, conduct their business and enter into the Loan Documents and to consummate the transactions contemplated under the Loan Documents and the ABL Documents, and are duly qualified to do business as a foreign entity and are in good standing in each jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect.
Good Standing; Power and Authority. The Borrower is validly existing as a corporation in good standing under the laws of the state of Delaware. The Borrower and its Subsidiaries have full power and authority to own their properties, conduct their business and enter into the Loan Documents and to consummate the transactions contemplated under the Loan Documents and the ABL Documents, and are duly qualified to do business as a foreign entity and are in good standing in each jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect. (h)
Good Standing; Power and Authority. The Venture Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with all necessary corporate power and authority to carry on its business as now being conducted and to own, operate and lease all properties owned, operated or leased by it, and is duly qualified to do business in all jurisdictions where such qualification is required, except where the failure to be so qualified will not result in a Material Adverse Effect. Brancher has delivered to Lennox true, correct and complete copies of the Company Statutes of the Venture Company;
Good Standing; Power and Authority. If such Selling Stockholder is not a natural person, such Selling Stockholder has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization and, if such Selling Stockholders’ principal place of business is located in a state that is different from the state under whose laws such Selling Stockholder is organized, such Selling Stockholder is duly qualified to transact business and is in good standing in the state in which its principal place of business is located. Such Selling Stockholder has the requisite right, power and authority to execute, deliver and perform its obligations under this Agreement, its Power of Attorney and its Custody Agreement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder under this Agreement.
Good Standing; Power and Authority. Laurel Crown has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization and, if Laurel Crown’s principal place of business is located in a state that is different from the state under whose laws Laurel Crown is organized, Laurel Crown is duly qualified to transact business and is in good standing in the state in which its principal place of business is located. Laurel Crown has the requisite limited liability company power and authority to execute, deliver and perform its obligations under this Agreement, its Power of Attorney and its Custody Agreement and to sell, transfer and deliver the Shares to be sold by it under this Agreement.
Good Standing; Power and Authority. Enforceability 9
