Corporate Organization and Qualification. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted.
Corporate Organization and Qualification. Each of the Company and its Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is qualified and in good standing as a foreign entity in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it require such qualification, except where failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Each of the Company and its Subsidiaries has all requisite power and authority (corporate or otherwise) to own its properties and to carry on its business as it is now being conducted. All of the Subsidiaries of the Company are set forth in SECTION 5.2(A) of the Company Disclosure Schedule. The Company has heretofore delivered or made available to Parent complete and correct copies of its certificate of incorporation and by-laws and the charter documents of its material Subsidiaries, each as amended.
Corporate Organization and Qualification. Each of Parent and Newco is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation and is qualified and in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it require such qualification, except where the failure to so qualify or be in such good standing would not have a Parent Material Adverse Effect. Each of Parent and Newco has all requisite power and authority (corporate or otherwise) to own its properties and to carry on its business as it is now being conducted.
Corporate Organization and Qualification. Each of the Company and each of its Significant Subsidiaries is a corporation or limited liability company duly organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to own or lease and operate its properties and to conduct its business as it is currently being conducted and is proposed to be conducted. Each of the Company and each of its Significant Subsidiaries is duly licensed, authorized or qualified as a foreign corporation or limited liability company for the transaction of business and is in good standing under the laws of each other jurisdiction in which its ownership, lease or operation of property or conduct of business requires such qualification, except where its failure to be so licensed, authorized or qualified would not have, individually or in the aggregate, a Material Adverse Effect. The Company has delivered to the Investor a complete and correct copy of the certificate of incorporation and the bylaws or comparable governing instruments of the Company and each of its Significant Subsidiaries, each as amended to date and each of which as so delivered is in full force and effect. The Company has delivered to the Investor a complete and correct copy of the minute books of the Company and each of its Significant Subsidiaries, and each such minute book includes minutes of the meetings of, and resolutions adopted by, the stockholders or members of such entity, the board of directors or comparable governing body of such entity and the committees of the board of directors or comparable governing body of such entity to date.
Corporate Organization and Qualification. (a) Each of the Company and each subsidiary of the Company (collectively, the "Company Subsidiaries") is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation and is qualified and in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it require such qualification, except where the failure to so qualify or be in good standing is not reasonably likely to have a Company Material Adverse Effect (as defined in Section 9.10). Each of the Company and each of the Company Subsidiaries has all requisite corporate power and authority and all necessary governmental Consents (as defined in Section 9.10) to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power and authority is not reasonably likely to have a Company Material Adverse Effect. The Company has heretofore made available to Parent complete and correct copies of the Articles of Organization or Articles of or Certificate of Incorporation, as the case may be, and By- Laws of it and each Company Subsidiary as in effect as of the date hereof.
Corporate Organization and Qualification. Each of the Company and its material Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own or lease its assets and to conduct its business. Each of the Company and its Subsidiaries is duly licensed or qualified as a foreign corporation for the transaction of its business and is in good standing under the laws of each other jurisdiction in which its ownership, lease or operation of property or conduct of its business requires such qualification, except where the failure to be so licensed, authorized and qualified and in good standing would not reasonably be expected to have a Material Adverse Effect. The Company has made available to the Investor a complete and correct copy of the Articles of Incorporation and the Bylaws of the Company, in each case as amended to date, and each of which as so made available, as the case may be, is in full force and effect.
Corporate Organization and Qualification. Each of the Company and its Subsidiaries (as defined in Section 10.11) (a) is duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization, (b) (i) has all requisite corporate power and authority and (ii) any necessary governmental authority and approvals, to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted, and (c) is qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it require such qualification or licensing, except in the case of subsections (a) (insofar as it relates to Subsidiaries), (b) and (c) hereof, for any such failures that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 10.11). The Company has heretofore made available to Parent complete and correct copies of its certificate of incorporation and bylaws (or comparable organizational documents) of the Company and each Subsidiary. Neither the Company nor any of the Subsidiaries is in default in the performance, observance or fulfillment of any provision or its certificate of incorporation or bylaws (or comparable organizational documents), except in the case of the Subsidiaries, for any such failures that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Corporate Organization and Qualification. Each of the Company and its ---------------------------------------- Significant Subsidiaries (as defined in Section 9.10 below) is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation and is qualified and in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated or the business conducted by it require such qualification, except where failure to so qualify or be in good standing would not have a Company Material Adverse Effect (as defined in Section 9.10 below) or materially adversely affect the consummation of the transactions contemplated hereby. Each of the Company and its subsidiaries has all requisite power and authority (corporate or otherwise) to own its properties and to carry on its business as it is now being conducted except where failure to have such power and authority would not have a Company Material Adverse Effect. The Company has heretofore made available to Parent complete and correct copies of its Amended and Restated Articles of Incorporation and Bylaws, each as amended.
Corporate Organization and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it require such qualification, except where failure to so qualify or be in good standing as a foreign corporation would not have a Material Adverse Effect on the Company. The Company has all requisite power and authority (corporate or otherwise) to own, lease and operate its properties and to carry on its business as it is now being conducted except where failure to have such power and authority would not have a Material Adverse Effect on the Company. The copies of articles of incorporation and bylaws of the Company which were previously furnished or made available to Parent are true, complete and correct copies of such documents as in effect on the date of this Agreement.
Corporate Organization and Qualification. Each of Parent and its Significant Subsidiaries and Newco is an entity duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, as applicable, and is qualified and in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it require such qualification, except where the failure to so qualify or be in such good standing would not have a Parent Material Adverse Effect or adversely affect the consummation of the transactions contemplated hereby. Each of Parent and its Significant Subsidiaries has all requisite power and authority (corporate or otherwise) to own its properties and to carry on its business as it is now being conducted except where failure to have such power and authority would not have a Parent Material Adverse Effect or materially adversely affect the consummation of the transactions contemplated hereby. Parent and Newco have heretofore made available to the Company complete and correct copies of their respective Articles of Incorporation and Bylaws, each as amended.
