Organization and Capacity. Contributor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of New York.
Organization and Capacity. Buyer is a company duly incorporated and existing in accordance with the Laws of Brazil. Buyer has full capacity to: (a) enter into this Agreement and all documents which performance is established herein; and (b) fulfill the obligations assumed herein and perform the operations set out in this Agreement and in the Transaction Documents. Execution and formalization of this Agreement and the other Transaction Documents by Buyer and the fulfillment of their respective obligations have been duly approved and authorized by all necessary own acts, including corporate approvals, where applicable. No other measure, act, consent, authorization of any Governmental Authority, approval or action with any Person, Judgment, Governmental Authority or Regulator or any third party is required to authorize Buyer's signature, formalization and performance of this Agreement.
Organization and Capacity. (a) Each Seller is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. None of Sellers is licensed, qualified or admitted to do business in any jurisdiction other than the State of California and there is no other jurisdiction in which the ownership, use or leasing of any of Sellers' assets or properties, or the conduct or nature of their businesses, makes such licensing, qualification or admission necessary. The information concerning each of Sellers set forth on SCHEDULE 3.4 is accurate in all respects. True and complete copies of the articles of incorporation and bylaws of each Seller and PHC are attached to SCHEDULE 3.1.
Organization and Capacity. Middle Bay is duly organized, validly existing and in good standing under the Laws of the State of Alabama as a corporation, Bison is duly organized, validly existing and in good standing under the laws of the State of Kansas and Shore is duly organized, validly existing and in good standing under the laws of the State of Texas. Bison and Shore are wholly owned subsidiaries of Middle Bay. Borrowers have the corporate capacity and authority to enter into this Agreement, the Convertible Note and the Security Instruments and to perform and carry out the terms and provisions hereof.
Organization and Capacity. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming. Seller is (a) duly qualified to transact business as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (b) in compliance with all Requirements of Law, except to the extent that the failure to be in good standing, to qualify as a foreign corporation or to comply with such requirements would not, individually or in the aggregate with all such other failures, have a Material Adverse Effect. Seller has the corporate power and authority and the legal right to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is engaged, except to the extent the failure to have such power, authority or legal right would not, individually or in the aggregate with all such other failures, have a Material Adverse Effect. Seller has all requisite corporate power and authority to enter into and deliver this Agreement and the other agreements contemplated hereby and to perform its obligations hereunder and thereunder. Seller has heretofore delivered to Purchaser accurate and complete copies of its Articles of Incorporation and By-laws as currently in effect.
Organization and Capacity. ASSI is a corporation duly organized, validly existing and in good standing under the laws of the State of Montana and INOCO is a corporation duly organized, validly existing and in good standing under the laws of the State of North Dakota. Each of Sellers is (i) duly qualified to transact business as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (ii) in compliance with all Requirements of Law, except to the extent that the failure to be in good standing, to qualify as a foreign corporation or to comply with such requirements would not, individually or in the aggregate with all such other failures, have a Material Adverse Effect. Each of Sellers has the corporate power and authority and the legal right to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is engaged, except to the extent the failure to have such power, authority or legal right would not, individually or in the aggregate with all such other failures, have a Material Adverse Effect. Each of Sellers has all requisite corporate power and authority to enter into and deliver this Agreement and the other agreements contemplated hereby and to perform its obligations hereunder and thereunder. Each of Sellers has heretofore delivered to Purchaser accurate and complete copies of its Articles of Incorporation and By-laws as currently in effect.
Organization and Capacity. It and each Subsidiary (if applicable):
Organization and Capacity. Contributor represents that it has full power and authority and has taken all action necessary to authorize it to enter into and perform its obligations under this Agreement and all other documents or instruments contemplated hereby. Contributor represents that this Agreement is a legal, valid and binding obligation of Contributor, and this Agreement is enforceable in accordance with its terms, except (i) that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, (ii) that such enforceability may be subject to general equitable principles, including, without limitation, the principle that the availability of equitable remedies, such as specific enforcement, injunctive relief or reformation, is subject to the discretion of the court before which any proceeding might be brought, and (iii) that rights to indemnity referred to or provided in any such agreements may be limited by federal or state securities laws or public policy underlying such laws.
Organization and Capacity. The OP represents that it has full power and authority and has taken all actions necessary to authorize it to enter into and perform its obligations under this Agreement and all other documents or instruments contemplated hereby. This Agreement is a legal, valid and binding obligation of the OP, and this Agreement is enforceable in accordance with its terms, except (i) that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, (ii) that such enforceability may be subject to general equitable principles, including, without limitation, the principle that the availability of equitable remedies, such as specific enforcement, injunctive relief or reformation, is subject to the discretion of the court before which any proceeding might be brought, and (iii) that rights to indemnity referred to or provided in any such agreements may be limited by federal or state securities laws or public policy underlying such laws.
Organization and Capacity. (a) The Borrower and its Subsidiaries are each corporations, duly incorporated and validly existing under the law of its jurisdiction of incorporation. The Borrower and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.
