conducted. The rendering of the decision by the arbitrator within the aforesaid period of time is a condition to the parties' obligation to pay the fees of the arbitrator. Within two days after designation of the arbitrator, PhoneTel and Sellers' Representatives shall notify the Escrow Agent of his identity.
conducted. The Company is duly qualified and in good standing to do business in Louisiana and in each other jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not have a Material Adverse Effect. Sellers have prior to the execution of this Agreement made available to Buyer true and complete copies of the Organizational Documents, each as amended to date, of the Company. All corporate records of the Company (which have been made available for inspection by Buyer prior to the date hereof) are true and complete.
conducted. The Company is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction in which the character of its properties owned or leased or the nature of its activities makes such qualification necessary. Schedule 4.01(a) sets forth the jurisdictions in which the Company is so qualified.
conducted. True and complete copies of the Articles of Incorporation and Bylaws of each Subsidiary of Professionals Group, as in effect on the date of this Agreement, have previously been made available by Professionals Group to PPTF.
conducted. Borrower shall give Lender thirty (30) days prior written notice of any proposed change in its corporate name, which notice shall set forth the new name and Borrower shall deliver to Lender a copy of the amendment to the Certificate of Incorporation of Borrower providing for the name change certified by the appropriate government authority of the jurisdiction of incorporation of Borrower as soon as it is available.
conducted. Each of GD Sub and GDSC has taken all corporate action necessary to authorize its execution, delivery and performance of this Agreement. Each of GD Sub and GDSC has full corporate power and authority to enter into this Agreement and carry out the terms hereof. This Agreement has been duly executed and delivered by GD Sub and GDSC and is binding upon and enforceable against each of them in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization, or other laws of general application relating to or affecting creditors' rights generally and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other equitable remedies.
conducted. To the Company's knowledge, except as disclosed in the SEC Documents neither the Company nor any of its subsidiaries is infringing upon or in conflict with any right of any other person with respect to any Intangibles. Except as disclosed in the SEC Documents, no adverse claims have been asserted by any person to the ownership or use of any Intangibles and the Company has no knowledge of any basis for such claim.
conducted. All outstanding shares of stock of each Subsidiary have been validity issued and are fully paid and non-assessable, and all shares owned by Borrower are free and clear of any lien, pledge, security interest or other encumbrances.
conducted. Each of the Kalitta Companies is qualified to do business as a foreign corporation and is in good standing in each state, nation or other jurisdiction listed on the Disclosure Schedule, being each state, nation or other jurisdiction wherein the character of the properties owned or held under lease by it or the nature of the business transacted by it makes such qualification necessary, except for any state, nation or other jurisdiction where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect on the Kalitta Companies.
conducted. Each of TSG2 and TSG2 Management is duly licensed or qualified under the laws of, and is in good standing in, each jurisdiction where, because of the nature of its activities or properties, such licensing or qualification is required, except where the failure to be so licensed or qualified would not, individually or in the aggregate, have an ASF Material Adverse Effect.
