Organization and Qualification; No Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware.
Organization and Qualification; No Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Organization and Qualification; No Subsidiaries. (a) The Company has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Organization and Qualification; No Subsidiaries. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation and has the requisite power and authority to own, lease, and operate its assets and to carry on its business as now being conducted. The Company has not received any notice of proceedings relating to the revocation or modification of any such authorizations. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction where the character of the assets owned, leased, or operated by it or the nature of its activities makes such qualification or licensing necessary. The Company does not have any subsidiaries. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, or other business association or entity.
Organization and Qualification; No Subsidiaries. (a) Skyline is a limited liability company duly organized, validly existing and in good standing under the Laws of Colorado and has the requisite limited liability company power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Skyline is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“Skyline Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Skyline Approvals would not, individually or in the aggregate, have or reasonably be expected to have a Skyline Material Adverse Effect. Skyline is duly qualified or licensed as a foreign limited liability company to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Skyline Material Adverse Effect.
Organization and Qualification; No Subsidiaries. (a) Company has no subsidiaries. Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Company is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, be material to the Company. Company is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, be material to the Company.
Organization and Qualification; No Subsidiaries. The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Florida. Each of the Company’s Subsidiaries is duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of incorporation. The Company and its Subsidiaries have all requisite corporate power and authority to carry on their respective businesses as now being conducted and are qualified to do business and are in good standing as a foreign corporation in each jurisdiction where the conduct of their businesses requires such qualification, except, in each case, for any such failures that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 3.1 of the Seller Disclosure Letter sets forth a correct and complete list of the Company’s Subsidiaries, each of which is under the exclusive direct or indirect control of the Company or its designees. Other than as set forth in Section 3.1 of the Seller Disclosure Letter, the Company does not own any equity interests in any Person. Seller has made available to Purchaser correct and complete copies of the Organizational Documents of the Company and the Organizational Documents of the Company’s Subsidiaries, in each case, in effect as of the date of this Agreement.
Organization and Qualification; No Subsidiaries. The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of New Jersey. The Company has all requisite corporate power and authority to carry on the Business as now being conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the conduct of the Business requires such qualification, except, in each case, for any such failures that would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. The Company does not own any Subsidiaries and does not own any equity interests in any Person. Seller has made available to Purchaser correct and complete copies of the Company’s Organizational Documents in effect as of the date of this Agreement.
Organization and Qualification; No Subsidiaries. (a) Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to carry on the Business as currently conducted and to own or lease and operate the Purchased Assets owned or leased by it. Seller is duly qualified to do business and is in good standing as a foreign corporation (in any jurisdiction that recognizes such concept) in each jurisdiction where the ownership or operation of the Purchased Assets or the operation or conduct of the Business requires such qualification, except where the failure to be so qualified or in good standing individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect.
Organization and Qualification; No Subsidiaries. The Company is an entity duly organized, validly existing and in good standing under the laws of the State of Delaware and has the power and authority necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted. The Company is duly qualified or licensed as a foreign entity to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not have a Material Adverse Effect (as defined below) on the Company. The Company does not have any subsidiaries. Except as set forth in Section 4.01 of the Company Disclosure Schedule, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity. For purposes of this Agreement, a "Material Adverse Change" or a "Material Adverse Effect" shall mean, with respect to Parent on the one hand and the Company on the other hand, the result of one or more events, changes or effects which, individually or in the aggregate, would have a material adverse effect or impact on the business, assets, liabilities, results of operations or financial condition of such party and its subsidiaries, taken as a whole, but shall exclude the effects of (i) any material adverse change in such party's results of operations for, or financial condition in, any fiscal period prior to the date hereof that is directly attributable to a disruption in the conduct of the Company's business arising from the transactions contemplated by this Agreement or the public announcement thereof, (ii) changes in general economic conditions, or (iii) changes affecting the industry generally in which the such party operates.
