Organization, Standing and Foreign Qualification. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with the requisite corporate power and authority to carry on its business and to own, lease and operate its assets.
Organization, Standing and Foreign Qualification. The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has the full power and authority to carry on its business in the places it is now being conducted and to own and lease the assets of the business which it now owns or leases.
Organization, Standing and Foreign Qualification. Citadel is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has the full power and authority (corporate and otherwise) to carry on its business in the places and as it is now being conducted and to own and lease the properties and assets which it now owns or leases. The character of the property owned or leased by Citadel and the nature of the business conducted by it do not require such qualification and/or licensing in any other jurisdictions.
Organization, Standing and Foreign Qualification. QES is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota. QES has no Subsidiaries. QES has all corporate power and authority to carry on its business as now conducted. QES has the full power and authority to own and lease its assets, and is qualified to transact business and in good standing in each jurisdiction in which the nature of its business or the location of its properties requires such qualification or licensing, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect. Schedule 3.1 sets forth a listing of each jurisdiction in which QES is qualified to do business. Complete and correct copies of QES' certified articles of incorporation and bylaws, and certified qualifications as a foreign corporation in each jurisdiction listed on Schedule 3.1, and other applicable governing instruments, all as amended to date, and of the stock ledger of QES have been delivered to Purchaser.
Organization, Standing and Foreign Qualification. 3.1.1 The Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation as set forth in Schedule 3.1.1 of the Disclosure Letter and has full corporate power and authority to carry on its business as it is now being conducted and to own and lease the properties and assets which it now owns or leases.
Organization, Standing and Foreign Qualification. Each Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida and has the corporate power and authority to carry on its business as now conducted and to own, lease and operate the assets which it now owns, leases and operates. Each Seller is duly qualified or licensed to transact business as a foreign corporation in any other jurisdiction in which the character of the assets owned, leased or operated by it and the nature of its business requires such qualification and/or licensing.
Organization, Standing and Foreign Qualification. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of North Carolina with the corporate power and authority to carry on its business and to own, lease, and operate its Assets. Seller is duly qualified or licensed to transact business as a foreign corporation in good standing in the jurisdictions listed in Schedule 3.1, and the character of its Assets or the nature of its business do not require such qualification or licensing in any other jurisdiction wherein the failure to be duly qualified or licensed is reasonably likely to have a Material Adverse Effect on Seller. Copies of Seller's Articles of Incorporation and all amendments thereto (certified by the Secretary of State of the State of North Carolina) and Seller's Bylaws and all amendments thereto (certified by the Secretary of Seller), are attached hereto as part of Schedule 3.1. Copies of the corporate minutes of Seller, which have been or will be made available to Purchaser for review, accurately reflect all proceedings of the shareholders and the Board of Directors (and all committees thereof) of Seller.
Organization, Standing and Foreign Qualification. Purchaser is a banking corporation duly organized, validly existing, and in good standing under the Laws of the State of Delaware, with the corporate power and authority to carry on its business and to own, lease, and operate its Assets. Purchaser is duly qualified or licensed to transact business as a foreign corporation in good standing in all jurisdictions in which the failure to be duly qualified or licensed could have a Material Adverse Effect with respect to Purchaser.
Organization, Standing and Foreign Qualification. The Acquired Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Mississippi and has the full power and authority (corporate and otherwise) to carry on its business in the places and as it is now being conducted and to own and lease the properties and assets which it now owns or leases. The Acquired Company is now, and will be at the Closing, duly qualified and/or licensed to transact business, and in good standing as a foreign corporation in the jurisdictions listed in Exhibit 3.1 hereto, and the character of the property owned or leased by the Acquired Company and the nature of the business conducted by it do not require such qualification and/or licensing in any other jurisdictions.
Organization, Standing and Foreign Qualification. Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida, with the power and authority to carry on its business and to own, lease and operate its assets. Prior to the Closing, the Purchaser has not conducted any operations nor incurred or accrued any Liabilities.
