Corporate Organization and Existence. Each of the Company and each Subsidiary is a corporation, partnership or other entity duly organized and validly existing and in good standing under the laws of the jurisdiction in which it is organized (except, in the case of Subsidiaries, where the failure to be in good standing would not be material to the Company and its Subsidiaries on a consolidated basis) and has all necessary power to carry on the business now conducted by it. The Company has all necessary corporate power and has taken all corporate action required to make all the provisions of this Agreement and the Notes and all other agreements and instruments executed in connection herewith and therewith, the valid and enforceable obligations they purport to be. Each of the Company and each Subsidiary is duly qualified and in good standing in all jurisdictions other than that of its organization in which the physical properties owned, leased or operated by it are located (except, in the case of Subsidiaries, where the failure to be in good standing would not be material to the Company and its Subsidiaries on a consolidated basis), and is duly authorized, qualified and licensed under all laws, regulations, ordinances or orders of Governmental Authorities, or otherwise, to carry on its business in the places and in the manner presently conducted.
Corporate Organization and Existence. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller is qualified to do business as a foreign corporation, is in good standing in those jurisdictions set forth on Schedule 3.01(a) of the Disclosure Package and is not qualified to do business in any other jurisdiction. Except as set forth on Schedule 3.01(a) of the Disclosure Package, Seller has received no written notice or other assertion from any Governmental Authority of any jurisdiction to the effect that it is required to be qualified or otherwise authorized to do business therein on account of the Business, in which it has not qualified or obtained such authorization.
Corporate Organization and Existence. The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Utah. The Borrower has all necessary power and authority to carry on its business conducted on the date of this Agreement. The Borrower is qualified to do business as foreign corporation, and is in good standing, in all states and in all foreign countries in which it owns and property or carries on substantial activities or is otherwise required to be so qualified, and is duly authorized, qualified and licensed under all laws, regulations ordinances or orders of public authorities to carry on its business in the places and in the manner conducted on the date of this Agreement.
Corporate Organization and Existence. Each of CSC, CST and CCI is a corporation duly organized, validly existing and in good standing under the laws of the State of Maine, and is qualified to do business as a foreign corporation in each jurisdiction in which such qualification is required. Each of CST and CCI has all requisite corporate power and authority to own its properties and to carry on its business as it is now being conducted except where failure to have such power and authority would not have a Seller Material Adverse Effect (as hereinafter defined). The Sellers have heretofore made available to Buyer complete and correct copies of the Articles of Incorporation and By-Laws of CST and CCI. The copies of the Articles of Incorporation and By-Laws of each Seller, as amended to date, which have been furnished to counsel for Buyer, are true, correct and complete as of the date hereof. Neither Seller is in violation of any term of its respective Articles of Incorporation or By-Laws, or any judgment, decree, order, law, statute, ordinance, rule or government regulation applicable to it.
Corporate Organization and Existence. 77 SECTION 1102.CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO CONTRAVENTION.......................................... 78 SECTION 1103.XX XXXSENTS.................................................... 78 SECTION 1104.BINDING EFFECT................................................. 78 SECTION 1105.[INTENTIONALLY OMITTED]........................................ 78
Corporate Organization and Existence. Each of the Company and the Guarantor (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right (including under the Concessions), to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, and (c) is duly qualified 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, except where the failure to be so qualified and/or in good standing could not, in the aggregate reasonably be expected to result in a Material Adverse Effect, and (d) is in compliance with all Requirements of Law (other than Environmental Laws) except to the extent that the failure to comply therewith would not, in the aggregate, result in a Material Adverse Effect. All obligations of the Company under this Indenture and the other Transaction Documents are also (without any further action by the Company or the Peruvian Branch) obligations of the Peruvian Branch, and such obligations, and the security interests created under the Transaction Documents, are enforceable against the Peruvian Branch (and its assets), subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor's rights generally.
Corporate Organization and Existence. Each of the Company and its Subsidiaries is a corporation duly organized and validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has all necessary corporate power to own its assets and to carry on the business now conducted or as proposed to be conducted by it. The Company has all necessary corporate power and has taken all corporate action required to make all the provisions of this Agreement and the other Basic Documents and the agreements and instruments executed in connection therewith, the valid and enforceable obligations they purport to be, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting the enforcement of creditors rights and the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each of the Company and its Subsidiaries is duly qualified and in good standing as a foreign corporation in all jurisdictions in which the nature of its business or the character of the property owned by it makes such qualification necessary and where the failure to so qualify could have a Material Adverse Effect, and is duly authorized, qualified and licensed under all laws, regulations, ordinances or orders of public authorities, or otherwise, to own its assets and to carry on its business in the places and in the manner presently conducted or as proposed to be conducted.
Corporate Organization and Existence. The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Kentucky. The Borrower has all necessary power and authority to carry on its business conducted on the date of this Agreement. The Borrower is qualified to do business as a foreign corporation, is in good standing, in all states and in all foreign countries in which it is required to be so qualified pursuant to Section 7.06 hereof, and is duly authorized, qualified and licensed under all laws, regulations, ordinances or orders of public authorities to carry on its business in the places and in the manner conducted on the date of this Agreement.
Corporate Organization and Existence. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. Seller is qualified to do business in no other jurisdiction and to Seller's Knowledge, Seller's failure to qualify to do business in any other jurisdiction has not resulted in a material adverse change in the Business. Seller has received no written notice or other assertion from any Governmental Authority of any jurisdiction to the effect that it is required to be qualified or otherwise authorized to do business therein.
Corporate Organization and Existence. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Maine, and is qualified to do business as a foreign corporation in each jurisdiction in which such qualification is required, which jurisdictions are set forth in Schedule 2.1. The Seller has all requisite corporate power and authority to own, use and lease its properties and to carry on its business as it is now being conducted. Seller has all required corporate power and authority to enter into and perform this Agreement and generally to carry out the transactions contemplated hereby.
