Existence; Good Standing; Corporate Authority; Compliance With Law. The ------------------------------------------------------------------ Company is a corporation duly incorporated, validly existing and in good standing under the laws of Nevada. The Company is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties or assets owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect on the Company. The Company has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted. Each of the Company's Subsidiaries is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the corporate, limited liability company or partnership power and authority to own its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties and assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is in violation of any order or decree of any Governmental Entity, any law, ordinance, governmental rule or regulation to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject or any non-governmental restriction as to property or asset use, except where such violation, individually or in the aggregate, does not and would not reasonably be expected to have a Material Adverse Effect on the Company. The Company and its Subsidiaries have obtained all licenses, permits, easements, variances, exemptions, consents, certificates, orders, approvals and other authorizations (collectively, the "Company Permits") and have taken all actions required by ---------------- applicable law or regulations of any Governmental Entity in connection with their business as now conducted (or to the extent such actions are currently required, in connectio...
Existence; Good Standing; Corporate Authority; Compliance With Law. Buyer (a) is a corporation duly incorporated, validly existing in good standing under the laws of its jurisdiction of incorporation; (b) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of all other jurisdictions in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary; (c) has all requisite corporate power and authority to own its properties and carry on its business as now conducted; (d) is not in default with respect to any order of any court, governmental authority or arbitration board or tribunal to which Buyer is a party or is subject; (e) is not in violation of any laws, ordinances, governmental rules or regulations to which it is subject; and (f) has obtained all licenses, permits and other authorizations and has taken all actions required by applicable laws or governmental regulations in connection with its business as now conducted.
Existence; Good Standing; Corporate Authority; Compliance With Law. Each of ENVOY and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation. ENVOY is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the business, results of operations or financial condition of ENVOY (an "ENVOY Material Adverse Effect"). ENVOY has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. Neither ENVOY nor any of its properties or assets is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which ENVOY is subject, where such violation would have an ENVOY Material Adverse Effect. ENVOY has all licenses, permits and other authorizations and has taken all actions required by applicable law or governmental regulations in connection with its business as now conducted, except where the failure to obtain any such item or to take any such action would not have an ENVOY Material Adverse Effect.
Existence; Good Standing; Corporate Authority; Compliance With Law. Buyer (i) is a corporation duly organized under the laws of its jurisdiction of organization; (ii) is duly licensed or qualified to do business as a corporation under the laws of all other jurisdictions in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary; (iii) has all requisite corporate power and authority to own its properties and carry on its business as now conducted; (iv) is not in default with respect to any order of any court, governmental authority or arbitration board or tribunal to which Buyer is a party or is subject; (v) is not in violation of any laws, ordinances, governmental rules or regulations to which it is subject; and (vi) has obtained all licenses, permits and other authorizations and has taken all actions required by applicable laws or governmental regulations in connection with its business as now conducted.
Existence; Good Standing; Corporate Authority; Compliance With Law. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. Buyer is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or in good standing does not and would not reasonably be expected to have a Material Adverse Effect on Buyer. Buyer has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. Buyer is not in violation of any order or decree of any Governmental Entity, or any law, ordinance, or regulation to which Buyer or any of its properties or assets is subject, except where such violation, individually or in the aggregate, has not and would not reasonably be expected to have a Material Adverse Effect on Buyer. Buyer has obtained all material licenses, permits and other authorizations and have taken all actions required by applicable law or regulations of any Governmental Entity in connection with its business as now conducted.
Existence; Good Standing; Corporate Authority; Compliance With Law. Acquiror is a corporation duly incorporated, validly existing in good standing under the laws of Delaware. Acquiror is duly licensed or qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the business of Acquiror taken as a whole, which for purposes of this Agreement shall mean the business of Acquiror and the Acquiror Subsidiaries (as defined in Section 6.4 hereof) taken as a whole (a "Acquiror Adverse Effect"). Acquiror has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. The copies of Acquiror's certificate of incorporation and bylaws previously delivered to the Corporation are true and correct. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware. Merger Sub has not conducted any business or incurred any liabilities other than in connection with the negotiation and execution of this Agreement. Merger Sub is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary. Merger Sub has the corporate power and authority to execute and deliver this Agreement and consummate the transactions contemplated hereby.
Existence; Good Standing; Corporate Authority; Compliance With Law. (a) The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Colorado. The Company is not required, by reason of the character of the properties owned or leased by it or the transaction of its business in any other jurisdiction, to be licensed or qualified to do business as a foreign corporation in any such jurisdiction.
Existence; Good Standing; Corporate Authority; Compliance With Law. (a) Industrialex is a corporation duly incorporated, validly existing, and in good standing under the laws of Colorado. Industrialex is not required, by reason of the character of the properties owned or leased by it or the transaction of its business in any other jurisdiction, to be licensed or qualified to do business as a foreign corporation in any such jurisdiction.
Existence; Good Standing; Corporate Authority; Compliance With Law. Buyer is a publicly-traded corporation. Buyer is duly incorporated, validly existing, and in good standing under the laws of the State of Missouri. Buyer is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of all other jurisdictions in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary. Buyer has all requisite corporate power and authority to own its properties and carry on its business as now conducted. Buyer is not in default with respect to any order of any court, governmental authority, or arbitration board or tribunal to which Buyer is a party or is subject, and Buyer is not in violation of any laws, ordinances, governmental rules or regulations to which it is subject. Buyer has obtained all licenses, permits, or other authorizations and has taken all actions required by applicable laws or governmental regulations in connection with its business as now conducted.
Existence; Good Standing; Corporate Authority; Compliance With Law. Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. Parent has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted.
