Organization and Qualification, etc. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Louisiana, has corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each other jurisdiction where, to the reasonable belief of Buyer, such qualification is necessary or appropriate. The copies of the Buyer’s Articles of Incorporation and Bylaws, as amended to date, which have been delivered to the Shareholders are complete and correct, and such instruments, as so amended, are in full force and effect.
Organization and Qualification, etc. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Buyer is qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified would result in a material adverse effect on Buyer's business.
Organization and Qualification, etc. OPC is an electric membership corporation duly organized, validly existing and in good standing under the laws of the State of Georgia and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted.
Organization and Qualification, etc. GTC is an electric membership corporation duly organized, validly existing and in good standing under the laws of the State of Georgia. GSOC is a non-profit corporation duly organized, validly existing and in good standing under the laws of the State of Georgia. Each such corporation has the corporate power and authority to own the properties and assets it will own following the Closing Date (or following the GSOC Asset Transfer Date in the case of GSOC) and to carry on its business as it will be conducted following the Closing Date.
Organization and Qualification, etc. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado and has corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Buyer is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified would have a material adverse effect on the business or properties of the Company.
Organization and Qualification, etc. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan, and has the corporate power to own, lease or operate all of its properties and assets and to carry on the Business as and where it is now being conducted. Copies of Seller's Articles of Incorporation and By-Laws, previously delivered to Purchaser and certified by the Secretary of Seller, are true, correct and complete copies of such documents and will not be amended prior to the Closing Date without the prior written consent of Purchaser.
Organization and Qualification, etc. The Company is a corporation (or limited liability company) duly organized, validly existing and in good standing under the laws of the State of Louisiana, has the full right, power and legal authority and all licenses, permits, titles and authorizations necessary to own all of its properties and assets and to carry on its business as it is now being conducted. The copies of the Company's Articles of Incorporation, Articles of Organization, Bylaws and Operating Agreement, as amended to date, which have been delivered to Buyer are complete and correct, and such instruments, as so amended, are in full force and effect. The Company is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified would have a material adverse effect on the Company, which foreign jurisdictions are listed in Schedule 2.2(a).
Organization and Qualification, etc. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Iowa. Seller has full power and authority to own all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly qualified to do business and is in good standing in each other jurisdiction as set forth in Section 2.01(a) of the Disclosure Schedule where the failure to so qualify would have a Material Adverse Effect (as hereinafter defined). For purposes of this Agreement, “Material Adverse Effect” means any change in, or effect on, or series of related changes in, or related effects on, the business of such party as currently conducted by such party and its subsidiaries which, when taken as a whole, is materially adverse to the results of its operations or financial or other condition before giving effect to the transactions contemplated by this Agreement and other than such changes or effects generally affecting the industry of such party and its subsidiaries or the economy of the United States.
Organization and Qualification, etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full power and authority (corporate and other) to own its properties and to carry on its business as it is now being conducted. Copies of the Company's Certificate of Incorporation, as amended, and By-Laws, as amended, have been delivered to Seller(s) and are complete and correct and, as so amended, in full force and effect. The Company is duly authorized to transact insurance and reinsurance under the laws of the States of New York and Delaware. Copies of the Company's Certificates of Authority in the States of New York and Delaware have been delivered to Seller(s) and are in full force and effect.
Organization and Qualification, etc. MARC is a corporation duly organized, validly existing and in good standing under the laws of the State of New York. Copies of MARC's Charter and By-Laws have been delivered to the Company and are complete and correct and in full force and effect. MARC is duly authorized to transact insurance and reinsurance under the laws of the States of New York and Delaware. Copies of MARC's Certificates of Authority in the States of New York and Delaware have been delivered to the Company and are in full force and effect.
