Due Organization; Good Standing. The Company is duly created, validly existing and in good standing as a statutory trust under the laws of the State of Delaware.
Due Organization; Good Standing. Supplier is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and qualified to conduct business in the states where it does business.
Due Organization; Good Standing. The Existing Holder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.
Due Organization; Good Standing. Each Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation.
Due Organization; Good Standing. No Subsidiaries 7 2.2 Certificate of Incorporation and Bylaws; Records 8 2.3 Capitalization; Title to Shares 8 2.4 Financial Statements 8 2.5 Absence of Changes 9 2.6 Title to Assets 10 2.7 Bank Accounts; Receivables 11 2.8 Equipment; Leasehold 11 2.9 Proprietary Assets 11 2.10 Contracts 13 2.11 Liabilities 15 2.12 Compliance with Legal Requirements 15 2.13 Governmental Authorizations 15 2.14 Tax Matters 15 2.15 Employee and Labor Matters; Benefit Plans 16 2.16 Environmental Matters 18 2.17 Insurance 2.18 Related Party Transactions 19 2.19 Legal Proceedings; Orders 19 2.20 Clients 2.21 Material Relationships 20 2.22 Sales Policies; Warranties 20 2.23 Brokers and Finders 20 2.24 Authority; Binding Nature of Agreement 20 2.25 Non-Contravention; Consents 20 2.26 Database Backup 21 2.27 Full Disclosure 21
Due Organization; Good Standing. The Borrower and each of its Subsidiaries are duly organized and existing under the laws of their respective states of organization, and are properly licensed and in good standing in, and where necessary to maintain their rights and privileges have complied with the fictitious name statute of, every jurisdiction in which they are doing business.
Due Organization; Good Standing. Each of the Company Entities (i) has been duly organized, is validly existing and is in good standing under the laws of its jurisdiction of organization, (ii) has all requisite power and authority to conduct and carry on its business and to own, lease, use and operate its properties and assets as described in the Offering Circular, and (iii) is duly qualified or licensed to do business and is in good standing as a foreign limited partnership or corporation, as the case may be, authorized to do business in each jurisdiction in which the nature of its business or the ownership, leasing, use or operation of its properties and assets requires such qualification or licensing.
Due Organization; Good Standing. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with the corporate power and authority to own its properties and to conduct its business as it is currently being conducted and as described in the Registration Statement, the Prospectus and the Disclosure Package. The Company is duly qualified to transact business and is in good standing as a foreign corporation or other legal entity in each other jurisdiction in which its ownership or leasing of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing or have such power or authority (i) would not reasonably be expected to have, individually or in the aggregate, a material adverse effect upon, the business, operations, properties, financial condition, results of operations or prospects of the Company and its subsidiaries, taken as a whole, or (ii) impair in any material respect the power or ability of the Company to perform its obligations under this Agreement or to consummate any transactions contemplated by the Agreement and the Purchase Agreements, including the issuance and sale of the Securities (any such effect as described in clauses (i) or (ii), a “Material Adverse Effect”). Each subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”) is duly incorporated or organized, validly existing and in good standing under the laws of their jurisdiction of incorporation or organization, with the requisite power and authority to own, lease and operate its properties, except where the failure to qualify or be in good standing would not reasonably be expected to have a Material Adverse Effect. On a consolidated basis, the Company and its Subsidiaries conduct their business as described in the Disclosure Package and the Prospectus and each Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect.
Due Organization; Good Standing. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation.
Due Organization; Good Standing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in California and where failure to so qualify would have a material adverse effect on its ability to perform its obligations under this Agreement.
