Legal Existence and Power. Such Seller is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the state of its organization and has all requisite corporate or limited liability company power and all material governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is now conducted except where the failure to have such licenses, authorizations, consents and approvals would not have a Material Adverse Effect. Such Seller is duly qualified to do business in, and is in good standing in, every other jurisdiction in which the nature of its business requires it to be so qualified, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.
Legal Existence and Power. Company (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and (b) has all requisite corporate power to execute, deliver and perform this Agreement, and (c) has all requisite corporate power to issue and deliver the Warrants, to execute, deliver and perform the Warrant Certificates (evidencing the Warrants), and to issue and deliver the Warrant Shares (if and when any Warrants are exercised and upon payment of the purchase price therefor). The Articles of Incorporation of Company (as amended from time to time prior to the effective date hereof) are attached as Exhibit A.
Legal Existence and Power. It is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is and will continue to be a Wholly-Owned Consolidated Subsidiary of the Company.
Legal Existence and Power. IMFT is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. IMFT has the requisite legal power and authority to carry on its business as now conducted. IMFT is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is required, except where the failure to be so qualified or in good standing would not be reasonably expected to have a Material Adverse Effect.
Legal Existence and Power. The Company is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.
Legal Existence and Power. Each of Holdings and the Companies is duly incorporated or organized, validly existing and in good standing under the laws of the state of its formation or incorporation, as the case may be. Each of Holdings, the Companies and their respective Subsidiaries has all partnership or corporate powers, as the case may be, and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and as will be conducted after the LTC Merger. Each of Holdings, the Companies and their respective Subsidiaries is qualified to do business as a foreign partnership or corporation, as the case may be, in each jurisdiction in which Holdings or such Subsidiary is required to be so qualified.
Legal Existence and Power. IMFS is a limited liability partnership duly organized and validly existing under the laws of Singapore. IMFS has the requisite legal power and authority to carry on its business as now conducted. IMFS is duly qualified to do business in each jurisdiction in which such qualification is required, except where the failure to be so qualified would not be reasonably expected to have a Material Adverse Effect.
Legal Existence and Power. (a) Buyer is a limited liability company validly existing and in good standing under the laws of the State of New Jersey.
Legal Existence and Power. (a) NFLP (i) is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified to do business as a foreign limited partnership and in good standing under the laws of each jurisdiction where the character of its property, the nature of its business or the performance of its obligations make such qualification necessary, and (iii) has all partnership powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and for purposes of the transactions contemplated by this Indenture and the other Related Documents; except that NFLP may not have all required authorizations to purchase, rent and sell vehicles in all states where it operates but NFLP has applied for all such authorizations and expects to receive them within 90 days after the initial Closing Date.
Legal Existence and Power. Company (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey, and (b) has all requisite power to execute, deliver and perform this Agreement, and (c) has all requisite power to issue and deliver the Option, to issue, execute, deliver and perform the Warrants and Warrant Certificates (if and when the Option is exercised), and to issue and deliver the Warrant Shares (if and when any Warrants are exercised). The Articles of Incorporation of Company (as amended from time to time prior to the effective date hereof) are attached as Exhibit A.
