Organization and Standing; Books and Records. (a) Each of the Companies is a corporation duly organized and validly existing under the laws of its jurisdiction of incorporation. Schedule 2.1 sets forth each Subsidiary (as defined below) of each of the Companies and the state or other jurisdiction of organization of such Subsidiary and the percentage ownership of each of the Companies with respect to each such Subsidiary. Each of the Companies and each of its respective Subsidiaries have all requisite corporate power and authority necessary to carry on their respective businesses as presently conducted and to enable each to own, lease or otherwise hold their respective properties and assets. Each of the Companies and their respective Subsidiaries are duly qualified to do business as a foreign corporation in each jurisdiction in which the conduct or nature of their respective business or the ownership, leasing or holding of their respective properties or assets makes such qualification necessary, except such jurisdictions where the failure to be so individually or in the aggregate, would not have a material adverse effect on the business, financial condition or results of operations of either of the Companies and their respective Subsidiaries, taken as a whole (a "Material Adverse Effect"). The term "
Organization and Standing; Books and Records. (a) Labatt is a corporation duly organized, validly existing and in good standing under the federal laws of Canada. Schedule 4.01 sets forth all the subsidiaries of Labatt which will be owned, directly or indirectly, by Labatt after the consummation of the Restructuring (the "Labatt Subsidiaries"). Each Labatt Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation (to the extent recognized by the laws of the jurisdiction in which it is organized), which jurisdiction is set forth in Schedule 4.01, and each of Labatt and the Labatt Subsidiaries has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Labatt Material Adverse Effect. Each of Labatt and the Labatt Subsidiaries is duly registered, licensed or otherwise qualified and in good standing to do business as an extra-provincial or foreign corporation in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such registration, license or qualification necessary, except such jurisdictions where the failure to be so registered, licensed or otherwise qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Labatt Material Adverse Effect.
Organization and Standing; Books and Records. Each of the Company and the Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of the Company and each Subsidiary has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, would not have a Company Material Adverse Effect. Each of the Company and the Subsidiaries is duly qualified and in good standing to do business as a foreign corporation in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not have a Company Material Adverse Effect. The Company has, prior to the execution of this Agreement, made available to Buyer true and complete copies of (i) the Articles of Incorporation and By-laws, each as amended to date, of the Company and (ii) the comparable governing instruments, each as amended to date, of each Subsidiary. Each Subsidiary (as defined in Section 18(b)(xiii)), and the jurisdiction of its incorporation, is listed in Schedule 4(c) of the Disclosure Schedule.
Organization and Standing; Books and Records. (a) (i) Each of SES, the SES Entities and Splitco is a corporation, limited liability company or other legal entity duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction in which it is organized, and (ii) each of SES, the SES Entities and Splitco has full power and authority necessary to enable it to own, lease or otherwise hold and operate its properties and assets and to carry on its business as presently conducted. Each of SES, the SES Entities and Splitco is duly qualified and, to the extent applicable, is in good standing to do business as a foreign entity in each jurisdiction in which the conduct or nature of its business as presently conducted or the ownership, leasing, holding or operation of its properties makes such qualification necessary, except such jurisdictions where the failures to be so qualified or in good standing, individually or in the aggregate, have not had and are not reasonably expected to have an SES Material Adverse Effect.
Organization and Standing; Books and Records. (i) VANTAS is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Schedule 5(a) sets forth each Subsidiary of VANTAS and sets forth for each Subsidiary the state or other jurisdiction of organization of such Subsidiary and the percentage ownership of the Company with respect to each such Subsidiary. VANTAS and each of its Subsidiaries have all requisite corporate power and authority necessary to carry on their respective businesses as presently conducted and to enable each to own, lease or otherwise hold their respective properties and assets. VANTAS and each of its Subsidiaries are duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the conduct or nature of their respective business or the ownership, leasing or holding of their respective properties or assets makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not have a VANTAS Material Adverse Effect (as herein defined).
Organization and Standing; Books and Records. (i) The Company is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia. The Company has no Subsidiaries (as defined below). The Company has all requisite corporate power and authority necessary to carry on its business as presently conducted and to enable it to own, lease or otherwise hold its properties and assets. The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties or assets makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not have a material adverse effect on the business, condition (financial or otherwise), results of operations or prospects of the Company (a "Material Adverse Effect"). The term "Subsidiary" means each person of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by the Company.
Organization and Standing; Books and Records. (a) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has full organizational power and authority and possesses all material Permits and approvals necessary to enable it to own, lease or otherwise hold its properties and Assets and to carry on its business as presently conducted. The Company is duly qualified and in good standing to do business as a foreign corporation in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties and Assets makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not be reasonably likely to have a material adverse impact on the business or financial performance of the Company and the Company Subsidiaries.
Organization and Standing; Books and Records. (a) Each Transferred Entity is duly organized, validly existing and, except in any jurisdiction that does not recognize such concept, in good standing under the laws of the jurisdiction in which it is organized. Each Transferred Entity has all requisite power and authority necessary (i) to enable it to own, lease or otherwise hold its assets and properties and (ii) to conduct its business as currently conducted. Each Transferred Entity is duly qualified and in good standing to do business as a foreign entity in each jurisdiction in which the conduct or nature of the Business or the ownership, leasing or holding of the Business’s properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, is not reasonably likely to have a material adverse effect on the Business.
Organization and Standing; Books and Records. (a) Each Transferred Entity is duly organized, validly existing and in good standing (or the equivalent thereof) under the laws of the jurisdiction in which it is organized. Each Transferred Entity has all requisite power and authority and possesses all material governmental franchises, licenses, permits, authorizations and approvals necessary (i) to enable it to own, lease or otherwise hold its assets and properties and (ii) to conduct its business as currently conducted. Each Transferred Entity is duly qualified and in good standing to do business as a foreign entity in each jurisdiction in which the conduct or nature of the Business or the ownership, leasing or holding of the Business’s properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, is not reasonably likely to have a material adverse effect on the Business.
Organization and Standing; Books and Records. (a) Except as set forth in Section 3.1(a) of the Partnership Disclosure Schedule, the Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, which jurisdiction is set forth in Section 3.1 of the Partnership Disclosure Schedule. The Partnership has full power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted (the “Business”) at the locations for which such Business is presently being conducted (the “Business Locations”). Except as set forth in Section 3.1(a) of the Partnership Disclosure Schedule, the Partnership is duly qualified and in good standing to do business as a foreign limited partnership in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary.
