Organization and Standing; Power and Authority. Radius is a corporation duly organized and validly existing under the laws of the State of Delaware and has the requisite corporate power and authority to (a) own and operate its properties and assets, (b) conduct its business as currently conducted, (c) execute and deliver this Agreement and the Amended and Restated Stockholders’ Agreement among Radius and the other parties thereto including those summarized in the Term Sheet in the form attached as Attachment A, with such changes and additional provisions as may be made by Radius after the date hereof in connection with the negotiation by Radius of the closing documents for the Series A-1 Financing with prospective investors in the Series A-1 Financing (the “Stockholders’ Agreement” and collectively with this Agreement the “Transaction Documents”), (d) issue and sell the Series A-5 Preferred Stock, and (e) perform its obligations pursuant to the Transaction Documents and the Restated Certificate.
Organization and Standing; Power and Authority. Transferor is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois, and has full corporate power and authority to operate the Plant, to own or lease the Acquired Assets, and to enter into and perform this Agreement and the transactions and other agreements and instruments contemplated by this Agreement. This Agreement and all other agreements and instruments executed and delivered or to be executed and delivered by Transferor in connection herewith (collectively, the "Transaction Documents") have been, or upon execution thereof will be, duly executed and delivered by Transferor, as the case may be. This Agreement and the transactions and other agreements and instruments contemplated hereby have been duly approved by the board of directors of Transferor and constitute the valid and binding obligations of Transferor, enforceable in accordance with their respective terms.
Organization and Standing; Power and Authority. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Iowa, and has full corporate power and authority to operate its business, to own or lease its assets and to enter into and perform this Agreement and the transactions and other agreements and instruments contemplated by this Agreement. Buyer is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the ownership or lease of its assets or the operation of its business requires such qualification, except where the failure to be so qualified or licensed would not have a Material Adverse Effect on Buyer. This Agreement and all other Transaction Documents to be executed and delivered by Buyer in connection herewith have been, or upon execution thereof will be, duly executed and delivered by Buyer. This Agreement and the transactions and other agreements and instruments contemplated hereby have been duly approved by the Board of Directors of Buyer, in accordance with applicable law, and constitute the valid and binding obligations of Buyer, enforceable in accordance with their respective terms.
Organization and Standing; Power and Authority. Transferor is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois, and has full corporate power and authority to operate the Business, to own or lease the Acquired Assets, to carry on the Business as now being conducted, and to enter into and perform this Agreement and the transactions and other agreements and instruments contemplated by this Agreement. This Agreement and all other agreements and instruments executed and delivered or to be executed and delivered by Transferor in connection herewith (collectively, the "Transaction Documents") have been, or upon execution thereof will be, duly executed and delivered by Transferor, as the case may be. This Agreement and the transactions and other agreements and instruments contemplated hereby have been duly approved by the board of directors of Transferor, and the board of directors of Parent, and constitute the valid and binding obligations of Transferor, enforceable in accordance with their respective terms.
Organization and Standing; Power and Authority. Buyer is a municipal corporation duly organized and validly existing under the laws of the state of Washington. Except for the approval of Buyer’s Board authorizing Buyer’s purchase of the Real Property and Assets, no authorizations or approvals, whether of governmental bodies or otherwise, will be necessary in order for Buyer to enter into this Agreement and to perform its obligations as set forth herein. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereunder, will conflict with or result in the breach of any law, regulation, writ, injunction or decree of any court or governmental instrumentality applicable to Buyer.
Organization and Standing; Power and Authority. Seller is a non-profit corporation, duly organized, validly existing and in good standing under the laws of the state of Washington. This Agreement has been duly authorized, executed and delivered by Seller, and assuming it is executed and delivered by Buyer, this Agreement is valid and binding obligation of Seller. No other authorization or approvals, whether of governmental bodies or otherwise, will be necessary in order for Seller to enter into this Agreement. Neither the execution and delivery of this Agreement, nor the consummation of transactions contemplated hereunder, will (i) conflict with or result in the breach of any law, regulation, writ, injunction or decree of any court or governmental instrumentality applicable to Seller; or (ii) constitute a breach of any evidence of indebtedness or agreement to which Seller is a party or by which Seller is bound. Seller has the full power and authority to own the Real Property and Assets and to carry out the transactions contemplated hereby.
Organization and Standing; Power and Authority. Each of Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. Seller has full corporate power and authority to operate the Business, to own or lease the Acquired Assets, and to carry on the Business as now being conducted. Each of Seller has full corporate power and authority to enter into and perform this Agreement and the transactions and other agreements and instruments contemplated by this Agreement. Seller has no subsidiary corporations, owns no direct or indirect interest in any other business enterprise, firm or corporation, and is the only business enterprise, firm or corporation through which the Business is conducted, or which owns, leases or uses assets related to the Business. Seller is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the ownership or lease of the Acquired Assets or the operation of the Business requires such qualification. This Agreement and each of the other agreements and instruments executed and delivered, or to be executed and delivered, in connection herewith (collectively, “Transaction Documents”), have been (or, upon execution thereof, will be) duly executed and delivered by, and constitute (or, upon execution thereof, will constitute) the valid and binding obligations of each Seller Party that is a party thereto, enforceable in accordance with their respective terms.
Organization and Standing; Power and Authority. APC is a corporation duly organized, validly existing and in good standing under the laws of the State of Connecticut. Each of the Subsidiaries of APC is a corporation duly organized, validly existing and in good standing (to the extent its jurisdiction of incorporation or organization recognizes such concept) under the jurisdiction of its incorporation or organization. Each of APC and its Subsidiaries has all requisite power and authority, corporate and otherwise, to carry on its respective portion of the APC Business as currently conducted. Each of APC and its Subsidiaries is duly qualified or licensed to do business as a foreign corporation or otherwise, and is in good standing as such (to the extent their respective jurisdictions of incorporation or qualification recognize such concept), in each jurisdiction where the nature of APC's or such Subsidiary's activities or its ownership or leasing of property requires such qualification or license, except to the extent that the failure to be so qualified or licensed would not have a Material Adverse Effect on APC.
Organization and Standing; Power and Authority. (a) PHL is a life insurance company duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite power and authority, corporate and otherwise, to enter into this Agreement and the Closing Agreements to which it is intended to be a party as reflected on the signature page thereof, to carry out and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
Organization and Standing; Power and Authority. Each Company is a corporation duly organized, validly existing and in good standing under the laws of the states described on Schedule 5.1(a), and has full corporate power and authority to operate its business, to own or lease its assets, to carry on its business as now being conducted, and to enter into and perform this Agreement and the transactions and other agreements and instruments contemplated by this Agreement. Except as disclosed on the Schedule entitled "Affiliate Companies", the Companies have no subsidiary corporations, own no interest, direct or indirect, in any other business enterprise, firm or corporation, and are the only business enterprises, firms or corporations through which the Business (or any business competing with or similar to the Business) is conducted, or which owns, leases or uses assets related to the Business. Each Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the failure to so qualify would have, or might reasonably be expected to have, individually or in the aggregate, a material adverse effect upon the condition (financial or otherwise), business, assets, properties or operations (a "Material Adverse Effect") of the Companies, taken as whole. This Agreement and all other agreements and instruments executed and delivered or to be executed and delivered by any Person in connection herewith (collectively, the "Transaction Documents") to which any Seller is party have been, or upon execution thereof will be, duly executed and delivered by such Seller. This Agreement and the transactions and other agreements and instruments contemplated hereby have been duly approved by the Directors and shareholders of each such Company, and constitute the valid and binding obligations of each Seller, enforceable in accordance with their respective terms. Each Asset Seller represents and warrants that it has been duly authorized by its shareholders to make the agreements set forth in Section 7.8 and to bind all of its shareholders thereto.
