Organization and Related Matters. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Organization and Related Matters. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Buyer has the necessary corporate power and authority to execute, deliver and perform this Agreement and the Related Agreements to which it is or will be a party. Buyer has all necessary corporate power and authority to carry on its business as now being conducted.
Organization and Related Matters. PSI is a corporation duly organized, existing and in good standing under the laws of the State of California, with all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as and where now owned, leased, operated or carried on, as the case may be; and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business carried on by it requires such qualification and where the failure to so qualify would have a material adverse effect on the business, properties, results of operations or financial condition of PSI.
Organization and Related Matters. Buyer is a corporation duly organized and validly existing under the laws of the State of Delaware. Buyer has all necessary corporate power and corporate authority to carry on its business as now being conducted. Buyer has all necessary corporate power and corporate authority to execute, deliver and perform this Agreement and the transactions contemplated hereby. USAA beneficially owns, and at Closing will beneficially own, directly or indirectly, all of the capital stock of Buyer.
Organization and Related Matters. PSP is a limited partnership duly organized, existing and in good standing under the laws of the State of California with all requisite power and authority to own, lease and operate its properties and to carry on its business as and where now owned, leased, operated or carried on, as the case may be; and is duly qualified to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business carried on by it requires such qualification and where the failure to so qualify would have a material adverse effect on its business, properties, results of operations or financial condition.
Organization and Related Matters. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New York and has the corporate power and authority to carry on its business as it is now being conducted and to own, lease or operate all of its properties and assets, and is duly licensed or qualified to do business and is in good standing in each state in which the nature of the business there conducted by it or the character of the assets there owned by it makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have a Material Adverse Effect.
Organization and Related Matters. (a) TMM is a sociedad anonima, duly formed, validly existing and in good standing under the laws of the UMS. TMM has the corporate power and authority necessary to carry on its business in the manner as it is now being conducted and to own, lease and operate all of its properties and assets. The copy of TMM's Corporate Charter and Bylaws previously provided to KCS is a complete and correct copy of such instrument as in effect on the date hereof. Sellers have provided KCS with an English translation of such documents.
Organization and Related Matters. (a) KCS is a corporation, duly formed, validly existing and in good standing under the laws of the State of Delaware, and each of its Subsidiaries is a corporation or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. KCS has the corporate power and authority and each of its Subsidiaries has the corporate or other applicable power and authority necessary to carry on their respective businesses in the manner as they are now being conducted and to own, lease and operate all of their respective properties and assets.
Organization and Related Matters. Buyer is a Corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Buyer is qualified to do business in the State of California. Buyer has the requisite corporate power and authority to carry on its business as now being conducted and to execute and deliver the Agreement.
Organization and Related Matters. Seller is duly organized, validly existing and in good standing under the laws of the State of Maryland. Seller has all necessary corporate power and corporate authority to execute, deliver and perform this Agreement. The Trust is duly organized, validly existing and in good standing under the laws of the State of Texas. The Trust has all necessary power and authority to execute, deliver and perform this Agreement. Schedule 3.1 lists all Subsidiaries (the "Subsidiaries," which term includes Seller) and all Trust Partnerships (the "Trust Partnerships") of the Trust and correctly sets forth the Trust's ownership interest therein, the jurisdiction in which each Subsidiary and each Trust Partnership is organized and each jurisdiction in which the Trust, each Subsidiary and each Trust Partnership is and is required to be qualified or licensed to do business as a foreign Person. Each Subsidiary and each Trust Partnership is duly organized, validly existing and, with respect to each Subsidiary, in good standing under the laws of the jurisdiction of its incorporation or organization. The Trust, Subsidiaries and Trust Partnerships have all necessary power (whether corporate, partnership or other power, as applicable) and authority to own their respective properties and assets and to carry on their respective businesses as now conducted. The Trust, Subsidiaries and Trust Partnerships are duly qualified or licensed to do business as foreign Persons in good standing in all jurisdictions in which the character or the location of the assets owned or leased by any of them or the nature of the business conducted by any of them requires licensing or qualification, except where the failure to be so qualified or licensed is not and will not be material to their respective businesses, financial condition, assets, results of operations or prospects. Schedule 3.1 correctly lists the current Trust Managers, directors, general partners and executive officers of the Trust, Subsidiaries and Trust Partnerships. True, correct and complete copies of the Charter Documents and the charter or organizational documents of Subsidiaries and Trust Partnerships (including the declaration of trust, articles or certificate of incorporation, bylaws and partnership agreements, as applicable) as in effect on the date hereof have been delivered to Buyer. The Trust is registered and is a reporting company under the Exchange Act. Neither any Subsidiary nor any Trust Partnership is registered or is a r...
