Organization, Qualification and Limited Liability Company Power. The Seller is a limited liability company, duly organized, validly existing, and in good standing under the laws of the State of Illinois. The Seller is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which such qualification is required to perform this Agreement and transactions contemplated herein. The Seller has all requisite power and authority (limited liability company and other) to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Seller has furnished to the Buyer complete and accurate copies of its certificate of formation, limited liability company agreement and other organizational documents, each as amended and/or restated to date. The Seller is not in default under or in violation of any provision of its certificate of formation, limited liability company agreement or other organizational documents.
Organization, Qualification and Limited Liability Company Power. (a) The Owner is a corporation duly organized, validly existing and in good standing under the laws of The Commonwealth of Massachusetts. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to transact business and in good standing in each jurisdiction in which the nature of its operations requires such qualification, except where the failure to so qualify is not reasonably likely to have a Business Material Adverse Effect.
Organization, Qualification and Limited Liability Company Power. Each Oceanbulk Holdco is a limited liability company duly organized, validly existing and in good standing under the Laws of the Republic of the Xxxxxxxx Islands, and has all requisite limited liability company power and authority and all Governmental Authorizations, directly or indirectly, to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Each Oceanbulk Holdco is duly qualified or licensed as a foreign limited liability company to do business, and is in good standing (where applicable) or has equivalent status, in each jurisdiction where the character of its properties or assets owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified or licensed and in good standing or to have equivalent status would not have an Oceanbulk Material Adverse Effect. The Oceanbulk Holdcos have heretofore made available to Parent true and complete copies of the certificates of formation, limited liability company agreement and other organization documents of each of the Oceanbulk Holdcos (the “Oceanbulk Holdcos Charter Documents”) as currently in effect as of the date hereof.
Organization, Qualification and Limited Liability Company Power. (a) The Seller and the Company are limited liability companies duly organized, validly existing and in good standing under the laws of the State of Delaware, and they are duly qualified to conduct business in the jurisdictions set forth on Section 2.1(a) of the Disclosure Schedule. Each of the Seller and the Company have all requisite limited liability company power and authority to carry on the business in which it is now engaged and to own and/or lease and use the properties now owned and/or leased and used by it.
Organization, Qualification and Limited Liability Company Power. The Seller is a limited liability company duly organized, validly existing and in organizational and tax good standing under the Laws of the State of Texas. The Seller is duly qualified to conduct business and is in organizational and tax good standing under the Laws of each jurisdiction listed in Section 3.1 of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the conduct of the Business or the ownership or leasing of the Seller's properties used in the Business requires such qualification, except for those jurisdictions in which the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to adversely affect the ability of the Seller to satisfy its obligations under this Agreement and the Ancillary Agreements. The Seller has all requisite limited liability company power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.
Organization, Qualification and Limited Liability Company Power. The Seller is a limited liability company duly organized, validly existing and in limited liability company and tax good standing under the laws of the State of Delaware. The Seller is duly qualified to conduct business and is in limited liability company and tax good standing under the laws of each jurisdiction in which the nature of the Seller’s businesses or the ownership or leasing of its properties requires such qualification. The Seller has all requisite power and authority (limited liability company and other) to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Seller has furnished to the Buyer complete and accurate copies of its certificate of formation, limited liability company agreement and other organizational documents, each as amended and/or restated to date. The Seller is not in default under or in violation of any provision of its certificate of formation, limited liability company agreement or other organizational documents.
Organization, Qualification and Limited Liability Company Power. The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company is duly qualified to do business and is in good standing under the Laws of each jurisdiction where such qualification is required. Section 4.1 of the Disclosure Schedules sets forth the Company’s jurisdiction of formation, the other jurisdictions in which it is qualified to do business and its managers, directors and officers. The Company has full limited liability company power and authority to conduct the businesses in which it is engaged, to own and use the properties and assets that it purports to own or use and to perform its obligations under this Agreement, each other Transaction Document and otherwise. The Company has delivered to Buyer correct and complete copies of the Organizational Documents of the Company. The Company LLC Agreement has not been amended, restated, supplemented or otherwise modified since it was executed. The Company is not in violation of any of its Organizational Documents. The minute books, the unit or stock certificate books and the unit or stock ledger of the Company, as delivered or made available to Buyer, are correct and complete.
Organization, Qualification and Limited Liability Company Power. The Company is a limited liability company duly organized, validly existing, and has active status under the laws of Arizona. The Company is duly authorized to conduct business and is in good standing or has active status under the laws of each jurisdiction where such qualification is required. The Company has full limited liability company power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it.
Organization, Qualification and Limited Liability Company Power. Purchaser is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Purchaser is duly authorized to conduct business and is in good standing under the laws of each other jurisdiction where such qualification is required and in which the failure to so qualify is reasonably likely to have a material adverse effect on Purchaser. Purchaser has all requisite limited liability company power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.
Organization, Qualification and Limited Liability Company Power. The Company is a limited liability company duly organized, validly existing and in limited liability company and tax good standing under the laws of the State of Delaware. The Company is duly qualified to conduct business and is in limited liability company and tax good standing under the laws of each jurisdiction listed in Section 2.1 of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of the Company’s businesses or the ownership or leasing of its properties requires such qualification, except for those jurisdictions in which the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has all requisite limited liability company power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has furnished to the Buyer complete and accurate copies of its Certificate of Formation and the Company Operating Agreement. The Company is not in default under or in violation of any provision of its Certificate of Formation or the Company Operating Agreement.
