Organization and Good Standing; Subsidiaries. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction under which it was organized, has full legal power and authority to own its property and to carry on its business as currently conducted, and is duly qualified as a foreign entity to do business and is in good standing in each jurisdiction in which the transaction of its business makes such qualification necessary, except in jurisdictions, if any, where a failure to be in good standing has no material adverse effect on the business, operations, assets or financial condition of Seller. For the purposes hereof, good standing shall include qualification for any and all licenses and payment of any and all taxes required in the jurisdiction of its organization and in each jurisdiction in which Seller transacts business. Seller has no Subsidiaries except those listed in Exhibit F, as such exhibit has been most recently updated by a revision delivered by Seller to Buyer. As of the date of this Agreement, with respect to Seller and each such Subsidiary, Exhibit F correctly states its name as it appears in its articles of formation filed in the jurisdiction of its organization, address, place of organization, each state in which it is qualified as a foreign corporation or entity, and in the case of the Subsidiaries, the percentage ownership (direct or indirect) of Seller in such Subsidiary.
Organization and Good Standing; Subsidiaries. (a) Each of the Acquired Companies (i) is a corporation or other Entity that is duly incorporated or organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Law of its jurisdiction of incorporation or organization, as applicable, (ii) has full corporate (or, in the case of any Entity that is not a corporation, other) power and authority to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign Entity and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except, with respect to clauses (ii) and (iii), where the failure to be so qualified or licensed would not reasonably be expected to have a Company Material Adverse Effect.
Organization and Good Standing; Subsidiaries. (a)The Company (i) is a corporation that is duly organized, validly existing, and in good standing under the Law of the State of Delaware, (ii) has corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as currently conducted, and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased, or operated by it or the nature of its business makes such qualification or licensing necessary except, with respect to clause (iii), where the failure to be so qualified or licensed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Organization and Good Standing; Subsidiaries. Each Seller Party, Guarantor and their respective Subsidiaries are a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction under which it was organized, has full corporate or other organizational power and authority to own its property and to carry on its business as currently conducted, and is duly qualified as a foreign corporation or entity to do business and is in good standing in each jurisdiction in which the transaction of its business makes such qualification necessary, except in jurisdictions, if any, where a failure to be in good standing has no material adverse effect on the business, operations, assets or financial condition of any Seller Party and Guarantor and their respective consolidated Subsidiaries taken as a whole. For the purposes hereof, good standing shall include qualification for any and all required governmental licenses and payment of any and all taxes required, due and payable in the jurisdiction of its organization and in each jurisdiction in which a Seller Party or Guarantor or their respective Subsidiaries transact business. Each of the Seller Parties and Guarantor has no Subsidiaries except those set forth on Exhibit I hereto, or otherwise identified by such Seller Party or Guarantor to Buyer in writing, and such writing correctly states the name of each such Subsidiary as it appears in its articles of incorporation or formation filed in the jurisdiction of its organization, along with the address, place of organization, each state in which such Subsidiary is qualified as a foreign corporation or entity, and the percentage ownership (direct or indirect) of such Seller Party or Guarantor , as applicable, in such Subsidiary.
Organization and Good Standing; Subsidiaries. PMC is a corporation, and POP is a limited partnership, each duly organized, validly existing and in good standing under the laws of the jurisdiction under which it was organized, has full legal power and authority to own its property and to carry on its business as currently conducted, and is duly qualified as a foreign entity to do business and is in good standing in each jurisdiction in which the transaction of its business makes such qualification necessary, except in jurisdictions, if any, where a failure to be in good standing has no material adverse effect on the business, operations, assets or financial condition of such Seller or any such Subsidiary. For the purposes hereof, good standing shall include qualification for any and all licenses and payment of any and all taxes required in the jurisdiction of its organization and in each jurisdiction in which such Seller or a Subsidiary transacts business. Each Seller has no Subsidiaries except those listed in Exhibit F, as such exhibit has been most recently updated by a revision delivered by such Seller to Buyer. With respect to each Seller and each such Subsidiary, Exhibit F correctly states its name as it appears in its articles of formation filed in the jurisdiction of its organization, address, place of organization, each state in which it is qualified as a foreign corporation or entity, and in the case of the Subsidiaries, the percentage ownership (direct or indirect) of Seller in such Subsidiary.
Organization and Good Standing; Subsidiaries. Each Company -------------------------------------------- is a corporation duly organized, validly existing and in good standing under the laws of the State of California, with full power and authority to own and lease its properties and to conduct its business as currently conducted. Each Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which each Company owns or leases any property, or conducts any business, so as to require such qualification, except where the failure to obtain such qualification would not be reasonably likely to have a Material Adverse Effect. Each Company has no Subsidiaries and does not own or control or have any other equity investment or other interest in, directly or indirectly, any corporation, joint venture, limited liability company, partnership, association or other entity. The copies or originals of the articles of incorporation, bylaws, minute books and stock records of each Company previously delivered to, or made available for inspection by, NDI are true, complete and correct.
Organization and Good Standing; Subsidiaries. Seller is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. SWP is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. SWP owns, directly or indirectly, no equity or other ownership interest in any Person, except for the Subsidiaries set forth on Schedule 4.1(a). Each Subsidiary is directly or indirectly wholly owned by SWP and is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization.
Organization and Good Standing; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the Republic of the Xxxxxxxx Islands and has the requisite organizational power and authority to own or use its properties and assets that it purports to own or use, and to carry on its business as it is now being conducted. The Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned or used by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
Organization and Good Standing; Subsidiaries. (a) Parent is a corporation duly organized, validly existing and in good standing under the Laws of the Republic of the Xxxxxxxx Islands and has the requisite organizational power and authority to own or use its properties and assets that it purports to own or use, and to carry on its business as it is now being conducted. Parent is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned or used by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.
Organization and Good Standing; Subsidiaries. (a) Each Seller and each of RWD Canada and RWD Colombia is a limited liability company or corporation, as the case may be, duly organized and validly existing and in good standing under the Laws of the state, province or country of its incorporation or formation, as the case may be. Each Seller and each of RWD Canada and RWD Colombia has full corporate, limited liability company or other power and authority, as the case may be, to own and operate its assets and to carry on its business in the places and in the manner as now conducted, to own or hold under lease the properties and assets it now owns or holds under lease, and to perform all of its obligations under the Assumed Contracts. Each Seller and each of RWD Canada and RWD Colombia is duly qualified to do business as a foreign corporation or other entity in and is in good standing in every jurisdiction where the failure to so qualify would be reasonably likely to have a Material Adverse Effect. Schedule 5.01(a) sets forth a true and complete list by each Seller and each of RWD Canada and RWD Colombia of each jurisdiction in which such Seller, RWD Canada and RWD Colombia, as applicable, is doing business (directly or indirectly through agents or distributors) and each jurisdiction in which such Seller, RWD Canada and RWD Colombia, as applicable, is qualified to do business as a foreign corporation or other entity. The Company has provided the Buyers with true and complete copies of the articles or certificate of organization or incorporation and bylaws, limited liability company agreement or similar organizational documents, each as amended to date, of each of the Sellers and each of RWD Canada and RWD Colombia.
