Organization of the Companies. Each of the Companies is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has the requisite limited liability company or partnership power and authority to own or lease its assets and to conduct its business as it is now being conducted. Each of the Companies is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not reasonably be expected to have a Material Adverse Effect on the Companies. Seller has made available to Buyer true copies of all existing Organizational Documents of the Companies.
Organization of the Companies. Each of the Companies are ----------------------------- corporations duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, has full corporate power and authority to conduct the Business as presently being conducted and as proposed to be conducted and to own and lease its properties and Assets. Except as set forth on the Disclosure Schedule, each of the Companies is duly qualified to do ------------------- business as a foreign corporation and is in good standing in each jurisdiction in which such qualification is necessary or required under applicable law as a result of the conduct of the Business or the ownership of its Assets or properties. Each jurisdiction in which each of the Companies is qualified to do business as a foreign corporation is listed on the Disclosure Schedule. -------------------
Organization of the Companies. Each of the Purchased Companies is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has the requisite limited liability company or partnership power and authority to own or lease its assets and to conduct its business as it is now being conducted. Each of the Purchased Companies is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not reasonably be expected to have a Material Adverse Effect on any of the Purchased Companies. Sellers have made available to Buyer true copies of all existing Organizational Documents of each of the Purchased Companies.
Organization of the Companies. Each of the Partnership Companies is duly incorporated, formed or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, formation or organization and has all requisite entity power and authority to own or lease its assets and to conduct its business as it is now being conducted.
Organization of the Companies. Each Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas. Each Company has the corporate power to own its properties and to carry on its business as now being conducted. Each Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified would have, or would reasonably be expected to have, a material adverse effect on the business, financial condition, results of operations, assets (including intangible assets), liabilities or prospects of such Company (hereinafter referred to as a "MATERIAL ADVERSE EFFECT"). Each Company has delivered a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date, to Purchaser.
Organization of the Companies. Each of the Companies is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and has all requisite power and authority to hold its assets and conduct its activities as currently conducted.
Organization of the Companies. The Vendor and the Corporation are duly incorporated and validly subsisting under the laws of their jurisdictions of incorporation. The Vendor has the corporate power and authority to own or lease its property and to carry on its business as it is now being conducted. The Corporation has the corporate power and authority to execute, deliver and perform its obligations under this Agreement. Schedule 1 contains a true and complete list of the directors and officers of the Corporation.
Organization of the Companies. HLC is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Louisiana and has all requisite power and authority to own, lease and operate its properties to carry on its business as now being conducted. HSP is a general partnership duly organized, validly existing and in good standing under the Laws of the State of Louisiana and has all requisite power and authority to own, lease and operate its properties to carry on its business as now being conducted. Except as set forth on Section 3.2 of the Disclosure Letter, each Company is duly qualified or licensed to do business, and is in good standing, under the Laws of the State of Louisiana. Sellers have delivered to Buyer a true and correct copy of the partnership agreement, articles of organization, limited liability company agreement or other governing documents of each of the Companies (collectively, the “Organizational Documents”), in each case as amended to the date of this Agreement. Neither Company is in violation of its Organizational Documents. True, correct and complete copies of all minute books or other corresponding records of organizational actions of each of the Companies have been made available to Buyer. None of the Organizational Documents of the Companies contain any provision that would limit or otherwise restrict the ability of Buyer, following the Closing, from owning or operating the Companies. Neither Company, directly or indirectly, owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, limited liability company, joint venture or other business association or entity.
Organization of the Companies. KEGI is a corporation duly organized, validly existing and in good standing under the laws of Illinois, and has all corporate powers required to own, lease and operate all of its properties and assets and to carry on its business as now conducted. Each of the Companies is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, duly authorized under its charter and under applicable laws to conduct its business as currently conducted and to own, operate and lease its properties. Each of the Companies is duly qualified to do business as a foreign corporation and each is in good standing in each jurisdiction where such qualification is necessary, except where the failure to have such qualification would not materially impact the conduct of the business of such Company.
Organization of the Companies. Each of the Companies is (i) a corporation duly organized as a life insurance corporation, validly existing, and in good standing under the laws of the State of Ohio (in the case of OSL) or the State of California (in the case of IGL) and (ii) has all corporate powers required to carry on its business as now conducted. Each of the Companies is duly licensed, qualified or admitted to do business as an insurer and is in good standing in all jurisdictions in which it is required to be so licensed, qualified or admitted to do business by the laws thereof, except such as would not have a Material Adverse Effect.
