Organization and Qualification; Authorization. (a) Seller is duly organized, validly existing and in good standing (except to the extent that the failure to be in good standing would not be material to Seller) under the Laws of the State of Delaware and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted.
Organization and Qualification; Authorization. (a) Each LCV Entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Each LCV Entity is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction in which its ownership of property or the conduct of business as now conducted therein require it to so qualify, except where the failure to be so qualified would not have a Material Adverse Effect. Complete and accurate copies of the Constating Documents of each LCV Entity and all amendments thereto have been made available to Subversive. None of the LCV Entities is in material violation of any of the provisions of its Constating Documents. The minute books and resolutions of each LCV Entity previously made available to Subversive contain true, complete and accurate records of all meetings and accurately reflect in all material respects all corporate action of the equityholders and manager or board of directors or comparable governing body (including committees thereof) of such LCV Entity. The books and transfer ledgers of each LCV Entity previously made available to Subversive are true, complete and accurate in all material respects.
Organization and Qualification; Authorization. (a) Each of Subversive and MergerSub is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Each of Subversive and MergerSub is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction in which its ownership of property or the conduct of business as now conducted therein requires it to so qualify, except where the failure to be so qualified would not materially impact its business. Complete and correct copies of the Constating Documents of each of Subversive and MergerSub and all amendments thereto have been made available to LCV. Neither Subversive nor MergerSub is in violation of any of the provisions of its Constating Documents.
Organization and Qualification; Authorization. (a) Seller is duly organized, validly existing and in good standing (except to the extent that the failure to be in good standing would not be material to Seller) under the Laws of its jurisdiction of organization and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Seller is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction in which ownership of the Acquired Assets or Acquired Regulatory Approvals requires Seller, as applicable, to so qualify, except to the extent that the failure to be so qualified would not be material to Seller.
Organization and Qualification; Authorization. (a) Each of SC Vessel, OG Enterprises and OG Branding is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Each of SC Vessel, OG Enterprises and OG Branding is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction in which its ownership of property or the conduct of business as now conducted therein require it to so qualify, except where the failure to be so qualified would not have a Material Adverse Effect. Complete and correct copies of the Organizational Documents of each of OG Enterprises and OG Branding and all amendments thereto have been made available to Subversive. To SC Vessel’s Knowledge, none of OG Enterprises or OG Branding is in material violation of any of the provisions of its Organizational Documents.
Organization and Qualification; Authorization. (a) Subversive is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Subversive is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction in which its ownership of property or the conduct of business as now conducted therein requires it to so qualify, except where the failure to be so qualified would not materially impact its business. Complete and correct copies of the Organizational Documents of Subversive and all amendments thereto have been made available to SC Vessel. Subversive is not in violation of any of the provisions of its Organizational Documents.
Organization and Qualification; Authorization. (a) The Company is duly organized, validly existing and in good standing (except to the extent that the failure to be in good standing would not be material to the Company) under the Laws of the jurisdiction of its formation, which jurisdiction is listed on Schedule 3.1 of the Disclosure Schedules, and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. The Company is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction listed on Schedule 3.1 of the Disclosure Schedules, which are all of the jurisdictions in which the nature of such Person’s business or assets requires such Person to so qualify, except to the extent that the failure to be so qualified would not be material to the Company. Complete and correct copies of the Company Organizational Documents and all amendments thereto have been made available to Parent. The Company is not in violation of any of the provisions of the Company Organizational Documents. The minute books and resolutions of the Company previously made available to Parent contain true, complete and accurate records of all meetings and accurately reflect in all material respects all corporate action of the equity holders and board of directors (including committees thereof) of the Company. The stock certificates, books and stock transfer ledgers of the Company previously made available to Parent are true, complete and accurate.
Organization and Qualification; Authorization. Each Acquired Company is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, which jurisdiction is listed on Schedule 4.1 of the Disclosure Schedules, and has all requisite power and authority to own, lease and operate its assets and properties and to carry on its business as now being conducted. Each Acquired Company is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction listed on Schedule 4.1 of the Disclosure Schedules. Each Acquired Company is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction in which the nature of such Acquired Company’s business or assets requires such Acquired Company to so qualify, except where the failure to be so qualified would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Complete and correct copies of the charter documents, bylaws or similar organizational documents of each Acquired Company and all amendments thereto have been made available to Acquiror. None of the Acquired Companies is in violation of any of the provisions of its operating agreement, certificate of formation, certificate of incorporation, bylaws or similar organizational documents. To the Knowledge of the Acquired Companies, the minute books and resolutions of each Acquired Company previously made available to Acquiror contain true, complete and accurate records of all 13
Organization and Qualification; Authorization. (a) Each of Company Parent and the Company is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, which jurisdiction is listed on Schedule 3.1 of the Disclosure Schedules, and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Each of Company Parent and the Company is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction listed on Schedule 3.1 of the Disclosure Schedules, which are all of the jurisdictions in which the nature of such Person’s business or assets requires such Person to so qualify. Complete and correct copies of the charter documents, bylaws or similar organizational documents of the Company and Company Parent and all amendments thereto have been made available to Parent. Each of Company Parent and the Company is not in violation of any of the provisions of its charter documents, bylaws or similar organizational documents.
Organization and Qualification; Authorization. (a) Parent is a corporation, and Merger Sub as a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Parent is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction listed on Schedule 4.1 of the Disclosure Schedules, which are all of the jurisdictions in which the nature of such Person’s business or assets requires such Person to so qualify. Complete and correct copies of the charter documents, bylaws or similar organizational documents of Parent and all amendments thereto have been made available to the Company. The Company is not in violation of any of the provisions of its charter documents, bylaws or similar organizational documents. The minute books and resolutions of Parent previously made available to the Company contain true, complete and accurate records of all meetings and accurately reflect in all material respects all corporate action of the equity holders and board of directors (including committees thereof) of Parent. The stock transfer ledgers of Parent previously made available to the Company are true, complete and accurate.
