Corporate Organization; Good Standing. Corporate Information...11 7.2
Corporate Organization; Good Standing. WFB is a national banking association duly organized, validly existing and in good standing under the laws of the US. WFB has the requisite corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted. TransFirst Holdings, Inc. is a corporation validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted.
Corporate Organization; Good Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, is duly qualified and authorized to do business in the Commonwealth of Pennsylvania and has full power, authority and legal right to execute and deliver and to perform and observe the provisions of this Agreement and the Closing Documents to which it is a party and otherwise to carry out the transactions contemplated hereunder and thereunder.
Corporate Organization; Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of Indiana and has qualified as a foreign corporation to conduct business in the State of Mississippi; and Buyer has the corporate power to enter into this Agreement and to carry out the transactions contemplated hereby.
Corporate Organization; Good Standing. (a) Each Significant Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease or otherwise hold its properties and to carry on that part of the Businesses conducted by it. Each Significant Subsidiary is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. Seller has caused true, complete and correct copies of the charter documents, each as in effect on the date hereof, and the minute books and similar corporate records of each Significant Subsidiary to be delivered or otherwise made available to Purchaser.
Corporate Organization; Good Standing. True, correct and complete copies of the Company's Certificate of Incorporation, as amended, or Deed of Incorporation, as the case may be and By-Laws of each of the Company and the Subsidiary, certified by an Officer of the Company, are attached as Exhibit 6.1.
Corporate Organization; Good Standing. Seller is a limited partnership, duly organized, validly existing, and in good standing under the laws of the State of Mississippi and has the power to enter into this Agreement and to carry out the transactions contemplated hereby.
Corporate Organization; Good Standing. Isle of Capri is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has the power to enter into this Agreement and to carry out the transactions contemplated hereby. Isle of Capri is duly qualified to do business and is in good standing in the State of Mississippi.
Corporate Organization; Good Standing. Each of Purchaser and SAH is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee, and each of Purchaser and SAH has the corporate power and authority to enter into this Agreement and all other agreements and instruments required to be executed by it under this Agreement (collectively, the "Purchaser's Closing Documents"), and to carry out the transactions contemplated hereby and thereby.
Corporate Organization; Good Standing. Each Company and Included Entity which is a corporation is validly existing and in good standing under the laws of its jurisdiction of incorporation and has the corporate power and authority to own, lease and operate the assets held or used by it and to conduct its business as currently conducted. Each such Company and Included Entity is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where qualification as a foreign corporation is required, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect. Sellers have previously made available to Buyer complete and correct copies of each such Company's and Included Entity's Charter Documents as presently in effect. The minute books of each such corporation have been made available to Buyer.
