Seller's Organization and Good Standing. ALC and ITG are each corporations duly organized, validly existing, and in good standing under the laws of the State of New York. Seller has all requisite corporate power and authority to own, lease, and operate the properties now owned or leased by Seller and to carry on the Business as presently conducted. There are no outstanding subscriptions, options, rights, warrants, calls, or other agreements or commitments obligating Seller to sell or issue any shares of its capital stock or any securities convertible into shares of its capital stock, nor are there any voting trusts or any other agreements or understandings with respect to the voting of Seller’s capital stock.
Seller's Organization and Good Standing. Such Seller is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. Such Seller has the requisite power and authority to own, lease and operate its properties and assets and to carry on its business as it is now conducted. Such Seller is duly qualified to do business and is in good standing under the Laws of each jurisdiction in which the nature of the business conducted by it or the character or location of the properties owned or leased by it makes such licensing or qualification required by Law, except where the failure to be qualified or in good standing would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair such Seller’s ability to consummate the transactions contemplated herein.
Seller's Organization and Good Standing. EMS is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Ohio. Except as set forth on Schedule 3.2 of the Disclosure Schedule, neither the character of the properties owned, leased, or used by Seller, nor the nature of the business transacted by Seller on or before the Closing Date, require the licensing or qualification of Seller in any other jurisdiction. Xxxxxxxxx owns one hundred percent (100%) of the issued and outstanding membership interests of EMS, free and clear of any and all liens, claims, encumbrances, or rights of third parties whatsoever. EMS has no membership interests, economic interests or other securities other than those owned by Xxxxxxxxx, and there are no outstanding subscriptions, options, rights, warrants, calls, or other agreements or commitments obligating EMS or Xxxxxxxxx to sell or issue any membership or other equity interests or other securities of EMS or any securities convertible into any membership or other equity interests of EMS, nor are there any voting trusts or any other agreements or understandings with respect to the voting of such membership or other equity interests of EMS or securities of EMS held by Xxxxxxxxx or anyone else.
Seller's Organization and Good Standing. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of Seller's incorporation. Seller has all requisite corporate power and authority to own, lease, and operate the properties now owned or leased by Seller and to carry on Seller's Business as presently conducted.
Seller's Organization and Good Standing. Sellers are corporate entities duly organized, validly existing and in good standing under the laws of their state or country of formation, and have all requisite corporate power to execute, deliver and perform this Agreement and carry on their business as is now being conducted. Sellers are duly authorized and qualified to do business under all applicable Laws to own, lease and operate their properties and to carry on their business in the places and in the manner as now being conducted, except where the failure to be so authorized or qualified does not and would not have, individually or in the aggregate, a Material Adverse Effect. Sellers are duly qualified to do business as a foreign corporation and are in good standing in each jurisdiction in which failure to be so qualified would have, individually or in the aggregate, a Material Adverse Effect.
Seller's Organization and Good Standing. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Minnesota. Seller has all requisite power and authority to own, lease, and operate the properties now owned or leased by Seller and to carry on Seller's business as presently conducted. Except as set forth on the Disclosure Schedule, neither the character of the properties owned, leased, or used by Seller, nor the nature of either of the Business transacted by Seller, require the licensing or qualification of Seller in any jurisdiction, except where failure to do so would not have a Material Adverse Effect on the Business. Seller is qualified to do business as a foreign entity in the jurisdictions listed in the Disclosure Schedule.
Seller's Organization and Good Standing. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas, has all requisite corporate power to carry on its business as it is now being conducted, and except for the Certificate of Registration of Interliant Inc as a branch for the purposes of English Company Law which has been obtained by the Seller, the Seller is not qualified to do business as a foreign corporation in any jurisdiction. Except as set forth in Exhibit 5.01(a), Seller has no subsidiaries.
Seller's Organization and Good Standing. The Seller is a corporation --------------------------------------- duly organized, validly existing and in good standing under the laws of the State of Delaware, has all requisite corporate power to own the Purchased Assets, carry on its business as it is now being conducted, and is duly qualified to do business as a foreign corporation in each jurisdiction where failure to qualify would have a Material Adverse Effect on the Purchased Assets.
Seller's Organization and Good Standing. Seller is a Delaware corporation, validly existing and in good standing under the Laws of the State of Delaware.
