Organization and Good. STANDING Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has full corporate power to own its properties and conduct the business presently being conducted by it.
Organization and Good. Standing Transferor is a congressionally chartered corporation, duly organized, validly existing and in good standing under the laws of the United States. Transferor has the full corporate power and authority to own, lease and operate its properties and assets as presently owned, leased and operated, to carry on its businesses as such businesses are now being conducted and is duly qualified to transact business in each jurisdiction in which the failure to so qualify would adversely affect its businesses.
Organization and Good. Standing Buyer is a limited liability company duly organized and validly existing under the laws of the Commonwealth of Kentucky, and is qualified and in good standing to transact business in each jurisdiction in which such qualification is required by law. Buyer has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents and to consummate the Transaction.
Organization and Good. Standing Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Kansas.
Organization and Good. STANDING Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Ohio and has full corporate power to own its properties and conduct the business presently being conducted by it.
Organization and Good. Standing Each of the Sellers, except for EC and Gr, is a corporation, duly organized, validity existing, and in good standing under the laws of Italy.
Organization and Good. Standing Each of the Purchaser is a corporation duly organized, validly existing and in good standing under the law of their State of occupation. Each of the Purchaser has all requisite corporate power and authority to enter into and deliver the Master Agreement and this Agreement and to consummate the transactions contemplated hereunder. The execution, delivery and performance by the Purchaser of the Master Agreement, this Agreement, the purchase of Real Property, the purchase of the Business of GCP on a Going Concern Basis, the transfer of the shares of the Companies and of the quotas of the Limited Liability Companies will not result in a breach or a violation of or a default under, the certificate of incorporation or By-Laws of the Purchaser or any agreement or instrument by which they or their properties are bound or any statement, rule, regulation or judgement, injunction, order or decree of any court, governmental or administrative agency to which Purchaser or their assets or property are subject or require the obtaining of any consent, approval or authorization, permit or license from or filing with, any governmental administrative authority or any other person. The Master Agreement, the agreements, deeds and transfers executed thereunder and this Agreement constitute the legal, valid and binding obligations of the Purchaser, enforceable in accordance with their terms.
Organization and Good. STANDING Buyer is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. 4.2
Organization and Good. Standing Seller is a corporation duly organized, and validly existing under the laws of Washington State. Seller is duly qualified to do business and is in good standing in the jurisdictions set forth in Schedule 4.1, and there are no other jurisdictions where such qualification is required by virtue of (a) the ownership or lease of real or personal property or (b) the nature of the activities or business conducted by the IntelliSense Business, except where the failure to be so qualified would not have a Material Adverse Effect. Except as set forth in Schedule 4.1, Seller does not have, nor has Seller ever had, any subsidiaries. Seller does not own, directly or indirectly, any ownership, equity, profits or voting interest or Asset Purchase Agreement
Organization and Good. Standing Buyer is a limited liability corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 5.2 Corporate Authority; Enforceability Each of Buyer and Parent has all requisite corporate power and authority to own and operate its assets, to carry on its business as now being conducted, to execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by Buyer and Parent of this Agreement and the Transaction Documents to which it is a party, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement and the Transaction Documents constitute valid and binding obligations of Buyer and Parent, enforceable in accordance with the terms of such Transaction Documents, except as enforcement may be limited by the Bankruptcy Exception. 5.3 No Conflict The execution, delivery and performance of this Agreement and the Transaction Documents by Buyer and Parent and the consummation of the transactions contemplated hereby and thereby will not, directly or indirectly, (a) violate, conflict with, or result in any breach of, any provision of Buyer’s and Parent’s articles of incorporation, bylaws or other charter or formation documents; or (b) violate, conflict with, result in any breach of, or constitute a default (or an event that, with notice or lapse of time, would constitute a default) under any material Contract or Order to which Buyer and/or Parent is a party or by which it is bound; or (c) violate any law, statute, rule, ordinance or regulation of any Governmental Body applicable to Buyer or Parent. 5.4 Consents and Approvals No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Body is required for the execution, delivery and performance by Buyer and Parent of this Agreement and the Transaction Documents and for the consummation by such parties of the transactions contemplated hereby and thereby. Asset Purchase Agreement
