Organization, Qualification and Power; Authorization. (a) Each Acquired Company is a corporation duly organized, validly existing and in good standing under the Laws of Delaware. Collectively, the Acquired Companies have all requisite corporate power and authority to carry on the Business as currently conducted. (b) Each Acquired Company is duly authorized to conduct business as currently conducted by it and is in good standing as a foreign corporation under the Laws of each jurisdiction where such qualification is required, except such jurisdictions where the failure to be so authorized, qualified or in good standing would not be material to the Business as currently conducted. Section 2.1(b) of the Disclosure Schedule sets forth each jurisdiction in which such Acquired Company is licensed or qualified to do business. (c) Each Acquired Company has all requisite corporate power and authority to execute and deliver the Transaction Documents to which it is (or will be) a party and to perform its obligations thereunder. The execution and delivery by each Acquired Company of, and the performance by such Acquired Company of the obligations under, the Transaction Documents to which it is (or will be) a party has been (or will be) duly authorized by all requisite corporate action. Each of the Transaction Documents to which an Acquired Company is (or will be) a party has been (or will be) duly executed and delivered by such Acquired Company and constitutes (or will constitute) the valid and legally binding obligation of such Acquired Company, enforceable against such Acquired Company in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (collectively, the “Enforceability Exceptions”). (d) On or prior to the date hereof, the Board of Directors of the Company has, at a meeting duly called and held in which all directors were present, unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are fair to and in the best interest of the Company and the holders of Company Capital Stock, and adopted resolutions by a unanimous vote (i) approving this Agreement, and (ii) declaring this Agreement and the Merger advisable and directed that this Agreement be submitted to the holders of Company Capital Stock for their adoption, which resolutions have not been subsequently withdrawn or modified in a manner adverse to Parent. Other than adoption of this Agreement by the Requisite Stockholders, no other approval, consent, authorization or waiver is required by any Equityholders to authorize, approve or adopt this Agreement or any of the transactions contemplated hereby. (e) The Company has delivered or made available to Parent complete and correct copies of the Organizational Documents of each Acquired Company, in each case as amended or restated through the date hereof, each of which is in full force and effect. No Acquired Company is in violation of any of the provisions of its Organizational Documents.
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Organization, Qualification and Power; Authorization. (a) Each Seller Party and Acquired Company is a corporation duly organized, validly existing and in good standing (to the extent such concepts are recognized) under the Laws of Delawarethe jurisdiction of its organization. Collectively, the Acquired Companies have all requisite corporate power and authority to carry on the Business as currently conducted.
(b) Each Acquired Company is duly authorized qualified to conduct its business as it has been and is currently conducted by it and is in good standing as a foreign corporation entity under the Laws of each jurisdiction where such qualification is required, except such jurisdictions including where the failure to be so authorizedownership, qualified leasing or in good standing would not be material to operation of each Acquired Company’s assets or properties or the Business as currently conductedconduct of its business requires such qualification. Section 2.1(b2.1(a) of the Disclosure Schedule sets forth forth, for each Acquired Company, (i) each jurisdiction in which such Acquired Company is licensed or qualified to do businessbusiness and (ii) each “doing business as” or “fictitious name” held by the applicable Acquired Company in each such jurisdiction. Each Seller Party and Acquired Company has the full requisite corporate or limited liability company power and authority necessary to enable it to own, lease or otherwise hold its properties and assets, including, in the case of Saucony, the Equity Interests, and to carry on its business as currently conducted. Buyer has been provided true, correct and complete copies of the Organizational Documents of each Acquired Company as in effect on the date hereof. Neither Acquired Company nor any Seller Party is in violation of its Organizational Documents. Except as set forth on Schedule 2.1(a), since the Acquisition Date, no Acquired Company is the surviving entity of a merger, consolidation or similar event.
(cb) Each Seller Party and Acquired Company has all the full requisite corporate or limited liability company power and authority authority, and the legal right, to execute and deliver the Transaction Documents and each other document or instrument required to which be executed or delivered by it is (or will be) a party and at Closing, to perform its obligations thereunderthereunder and to consummate the transactions contemplated Purchase Agreement thereby. The execution and delivery by each Seller Party and Acquired Company of, and the performance and consummation by such each Seller Party and Acquired Company of the its obligations under, the Transaction Documents to which it is (or will be) a party has been (or will be) and is duly and validly authorized by all the requisite corporate actionor limited liability company action by each Seller Party and Acquired Company. Each No other corporate or limited liability company actions or proceedings are required to be taken by or on the part of any Seller Party or an Acquired Company to authorize and permit the execution, delivery and performance by such Party of the Transaction Documents to which an it is a party. Each Transaction Document to which a Seller Party or Acquired Company is (or will be) a party has been (or will be) duly and validly executed and delivered and constitutes, assuming due authorization, execution and delivery by such Acquired Company and constitutes (or will constitute) the each other party thereto, a valid and legally binding obligation of such Seller Party and Acquired Company, enforceable against such Acquired Company it in accordance with its terms and conditions, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws relating to or affecting creditors’ the rights of creditors generally and subject, as subject to enforceability, to the application of general principles of equity (regardless of whether considered in a Proceeding in equity or at law) (collectively, the “Enforceability Exceptions”).
(d) On or prior to the date hereof, the Board of Directors of the Company has, at a meeting duly called and held in which all directors were present, unanimously determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are fair to and in the best interest of the Company and the holders of Company Capital Stock, and adopted resolutions by a unanimous vote (i) approving this Agreement, and (ii) declaring this Agreement and the Merger advisable and directed that this Agreement be submitted to the holders of Company Capital Stock for their adoption, which resolutions have not been subsequently withdrawn or modified in a manner adverse to Parent. Other than adoption of this Agreement by the Requisite Stockholders, no other approval, consent, authorization or waiver is required by any Equityholders to authorize, approve or adopt this Agreement or any of the transactions contemplated hereby.
(e) The Company has delivered or made available to Parent complete and correct copies of the Organizational Documents of each Acquired Company, in each case as amended or restated through the date hereof, each of which is in full force and effect. No Acquired Company is in violation of any of the provisions of its Organizational Documents.
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