Common use of ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING Clause in Contracts

ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority (corporate and otherwise) to own, lease and operate its assets and properties and to carry on its business as presently conducted. The Company is duly qualified and in good standing to transact business as a foreign corporation in those jurisdictions set forth on Schedule -------- 4.1(a), which constitute all the jurisdictions in which the character of the ------ property owned, leased or operated by such entity or the nature of the business or activities conducted by such entity makes such qualification necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. Purchaser has been furnished with true, correct and complete copies of the Company's Charter and the Company's By-Laws, in each case as amended and in effect on the date hereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (MTL Inc), Agreement and Plan of Merger (MTL Inc)

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ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority (corporate and otherwise) to own, lease and operate its assets and properties and to carry on its business as presently conducted. The Company is duly qualified and in good standing to transact business as a foreign corporation in those jurisdictions set forth on Schedule -------- 4.1(a), which constitute all the jurisdictions in which the character of the ------ property owned, leased or operated by such entity or the nature of the business or activities conducted by such entity makes such qualification necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. Purchaser has been furnished with true, correct and complete copies of the Company's Charter and the Company's By-Laws, in each case as amended and in effect on the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chemical Leaman Corp /Pa/)

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ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority (corporate and otherwise) to own, lease and operate its assets and properties and to carry on its business as presently conducted. The Company is duly qualified and in good standing to transact business as a foreign corporation in those jurisdictions set forth on Schedule -------- 4.1(a)3.1, which constitute all the jurisdictions in which the character of the ------ property owned, leased or operated by such entity or the nature of the business or activities conducted by such entity makes such qualification necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. Purchaser InSight has been furnished with true, correct and complete copies of the Company's Charter Charter, certified by the Secretary of State of the State of Delaware, and the Company's By-Laws, certified by the Secretary or an Assistant Secretary of the Company, in each case as amended and in effect on the date hereof. The Company's Charter and the Company's By-Laws are in full force and effect and the Company is not in violation of any of the provisions thereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Insight Health Services Corp)

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