Incorporation and Standing. The Company is, and at the Closing Date will be, duly formed and validly existing in good standing as a corporation under the laws of the State of Delaware and with full power and authority (corporate and other) to own its properties and conduct its business, present and proposed, as described in the Offering Documents; the Company, has full power and authority to enter into this Agreement; and the Company is duly qualified and in good standing as a foreign entity in each jurisdiction in which the failure to so qualify would have a material adverse effect on the Company or its properties.
Incorporation and Standing. Each of the Company and its Subsidiaries (as defined in Section 12.7 hereof) is, and at the Closing Dates (hereinafter defined) will be, duly incorporated and validly existing in good standing as a corporation under the laws of the jurisdiction of its organization, with full power and authority (corporate and other) to own its property and conduct its business, present and proposed, as described in the Effective Prospectus and the Final Prospectus; the Company has full power and authority to enter into this Agreement; is duly qualified and in good standing as a foreign corporation in each jurisdiction in which the character or location of its properties (owned or leased) or the nature of its business makes such qualification necessary except where the failure to be so qualified would not have a material adverse effect on the Company; and each of the Company and its Subsidiaries holds all material licenses, certificates, and permits from governmental authorities necessary for the conduct of its business as described in the Effective Prospectus and Final Prospectus.
Incorporation and Standing. The Company is and at the Closing Date and at the Option Closing Date will be duly incorporated and validly existing in good standing as a corporation under state law with authorized and outstanding capital stock as set forth in the Registration Statement and the Prospectus and with full power and authority (corporate and other) to own its property and conduct its business, present and proposed, as described in the Registration Statement and Prospectus; the Company has full power and authority to enter into this Agreement; and the Company is duly qualified and in good standing as a foreign corporation in each jurisdiction, if any, in which it owns or leases real property or transacts business requiring such qualification. All of the Company's subsidiaries, if any, are identified and described in the Registration Statement. Each of the Company's subsidiaries, if any, is and at the Closing Date and at the Option Closing Date will be duly incorporated and validly existing in good standing as a corporation under state law with authorized and outstanding capital stock as set forth in the Registration Statement and the Prospectus and with full power and authority (corporate and other) to own its property and conduct its business, present and proposed, as described in the Registration Statement and Prospectus, and is duly qualified and in good standing as a foreign corporation in each jurisdiction in which it owns or leases real property or transacts business requiring such qualification, except where the failure to so qualify would not be materially adverse to the Company's business taken as a whole.
Incorporation and Standing. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of California and is duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company.
Incorporation and Standing. The Purchaser is duly incorporated, validly existing and in good standing under its laws of incorporation;
Incorporation and Standing. The Company is, and at the Closing Date will be, duly incorporated and validly existing in good standing as a corporation under the laws of its jurisdiction of incorporation, with an authorized and outstanding capital stock as set forth in the Registration Statement and the Prospectus, and with full power and authority (corporate and other) to own its property and conduct its business, as described in the Registration Statement and the Prospectus; the Company has full power and authority to enter into this Agreement; the Company owns, free and clear of any lien, charge, or encumbrance, all of its property and rights to property except set forth in the Registration Statement and the Prospectus; and the Company is duly qualified and in good standing as a foreign corporation in each jurisdiction in which it owns or leases real property or transacts business requiring such qualification.
Incorporation and Standing. The Company is, and at the Closing Date will be, duly incorporated and validly existing in good standing as a corporation under the laws of the jurisdiction of its organization, with full power and authority (corporate and other) to own its property and conduct its business, present and proposed, as described in the Effective Prospectus and the Final Prospectus; the Company has full power and authority to enter into this Agreement; is duly qualified and in good standing as a foreign corporation in each jurisdiction in which the character or location of its properties (owned or leased) or the nature of its business makes such qualification necessary except where the failure to be so qualified would not have a material adverse effect on the Company; and each of the Company and its Subsidiaries holds all material licenses, certificates, and permits from governmental authorities necessary for the conduct of its business as described in the Effective Prospectus and Final Prospectus.
Incorporation and Standing. Section 7.2 Authorization........................................................... Section 7.3 No Conflict or Violation................................................ Section 7.4 Consents and Approvals.................................................. Section 7.5 Actions Pending......................................................... Section 7.6 Ratings................................................................. Section 7.7
Incorporation and Standing. VFL is duly incorporated, validly existing and in good standing under the laws of Pennsylvania.
Incorporation and Standing. The Seller is duly incorporated, validly existing and in good standing under its laws of incorporation;
