Organization, Standing and Authority; Execution and Delivery; Enforceability. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the requisite power and authority to own, lease, use or otherwise hold assets owned, leased, used or otherwise held by it to carry on the Business as presently conducted. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the requisite power and authority to own, lease, use or otherwise hold assets owned, leased, used or otherwise held by it to carry on the Business as presently conducted. Each of Seller and the Company is in good standing under the laws of its jurisdiction of formation and is in good standing and duly qualified to do business in each jurisdiction in which the conduct or nature of the Business or the ownership, leasing or holding of properties used in the Business makes such qualification necessary, except such jurisdictions where the failure to be in good standing or so qualified, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect.
Organization, Standing and Authority; Execution and Delivery; Enforceability. (a) Each of Purchaser and Parent is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Each of Purchaser and Parent has all requisite power and authority to enter into this Agreement and the Other Transaction Documents to which it is specified to be a party and to consummate the transactions contemplated hereby and thereby and comply with the terms and conditions hereof and thereof. All acts and other proceedings required to be taken by Purchaser and Parent to authorize the execution, delivery and performance of this Agreement and the Other Transaction Documents to which it is specified to be a party and to consummate the transactions contemplated hereby and thereby and comply with the terms and conditions hereof and thereof have been duly and properly taken.
Organization, Standing and Authority; Execution and Delivery; Enforceability. (a) GE is a corporation duly organized, validly existing and in good standing under the laws of the State of New York. GE has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. All corporate acts and other proceedings required to be taken by GE to authorize the execution, delivery and performance by GE of this Agreement and for GE to consummate the transactions contemplated hereby have been duly and properly taken.
Organization, Standing and Authority; Execution and Delivery; Enforceability. LegatumX is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. LegatumX has all requisite power and authority to enter into this Agreement and the other documents in order to effectuate the transactions contemplated by this Agreement. All acts and other proceedings required to be taken by LegatumX to authorize the execution, delivery and performance of this Agreement and the other transaction documents contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by LegatumX and, prior to Closing, LegatumX will have duly executed and delivered each other transaction document. This Agreement constitutes a legal, valid and binding obligation of LegatumX enforceable against such person in accordance with its terms.
Organization, Standing and Authority; Execution and Delivery; Enforceability. (a) Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite power and authority to enter into this Agreement and the Other Transaction Documents and to consummate the Acquisition, the Restructuring and the other transactions contemplated hereby and thereby. All acts and other proceedings required to be taken by Seller to authorize the execution, delivery and performance of this Agreement and the Other Transaction Documents and to consummate the transactions contemplated hereby and thereby have been duly and properly taken.
Organization, Standing and Authority; Execution and Delivery; Enforceability. (a) The Company and Parent are each limited liability companies duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company and Parent has all requisite power and authority to enter into this Agreement and the Other Transaction Documents to which it is a party and to consummate the Acquisition and the other transactions contemplated hereby and thereby. All acts and other proceedings required to be taken by the Company or by Parent to authorize the execution, delivery and performance of this Agreement and the Other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby have been duly and properly taken.
Organization, Standing and Authority; Execution and Delivery; Enforceability. (a) Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. AMRI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser and AMRI each has all requisite corporate power and authority to enter into this Agreement and the Other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. All corporate acts and other proceedings required to be taken by each of Purchaser and AMRI to authorize the execution, delivery and performance of this Agreement and the Other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby have been duly and properly taken.
Organization, Standing and Authority; Execution and Delivery; Enforceability. (a) Purchaser is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has all requisite corporate power and authority to enter into this Agreement and the Other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. All corporate acts and other proceedings required to be taken by Purchaser to authorize the execution, delivery and performance of this Agreement and the Other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby have been duly and properly taken.
Organization, Standing and Authority; Execution and Delivery; Enforceability. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Selling Affiliate is a legal entity, duly organized, validly existing and, where applicable, in good standing under the laws of the jurisdiction of its organization. Seller has all requisite corporate and/or shareholder power and authority to (i) enter into this Agreement and the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the transactions contemplated hereby and thereby and (ii) cause the Selling Affiliates to convey the Transferred Equity Interests and Acquired Assets, as applicable. Each Selling Affiliate has all requisite corporate power and authority to enter into this Agreement and the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the transactions contemplated hereby and thereby. All corporate acts and other proceedings required to be taken by Seller to authorize the execution, delivery and performance of this Agreement and to consummate the transactions contemplated hereby have been, and all corporate acts and other proceedings required to be taken by Seller and each of the Selling Affiliates to authorize the execution, delivery and performance of the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the transactions contemplated thereby will be, prior to Closing, duly and properly taken.
Organization, Standing and Authority; Execution and Delivery; Enforceability. (a) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized. Purchaser has all requisite corporate power and authority to enter into this Agreement and the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the transactions contemplated hereby and thereby. All corporate acts and other proceedings required to be taken by Purchaser to authorize the execution, delivery and performance of this Agreement and the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the transactions contemplated hereby and thereby have been duly and properly taken.
