Company Organization and Good Standing. The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Time of Sale Information and the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify would not reasonably be expected to have a material adverse effect upon the financial condition, business, properties or results of operations of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”).
Company Organization and Good Standing. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has the requisite entity power and authority to own, lease and operate the properties used in its business and to carry on its business as currently conducted. The Company is duly qualified to do business and is in good standing as a foreign limited liability company in each jurisdiction where qualification as a foreign limited liability company is required, except for such failures to be qualified and in good standing that, individually or in the aggregate, do not have, and would not be reasonably likely to have, a Material Adverse Effect on the Company. Prior to the date of this Agreement, the Seller made available to Purchaser complete and correct copies of the articles of organization, operating agreement and any other Organizational Documents of the Company, each as presently in effect.
Company Organization and Good Standing. Each Company (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (except where such concepts are not applicable), (b) has all requisite power and authority to own, operate and lease its properties and assets and to carry on its business as now conducted and (c) is duly qualified or licensed to transact business and is in good standing in each state or jurisdiction in which the ownership, operation or leasing of its property or the conduct of its business requires such qualification or license, except where the failure to so qualify or be licensed would not have a Material Adverse Effect.
Company Organization and Good Standing. The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.
Company Organization and Good Standing. The Company has been duly incorporated and is valid and subsisting as a corporation under the laws of Canada with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Canadian Final Prospectus (exclusive of any supplement thereto), the Disclosure Package and the U.S. Final Prospectus (exclusive of any supplement thereto), and is duly registered to do business as an extra-provincial corporation and is in good standing under the laws of each jurisdiction which requires such registration.
Company Organization and Good Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Company has the corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified or be in good standing would have a Material Adverse Effect (as defined below) on the Company. The Company has delivered, or caused to be delivered, to the Purchaser and its counsel a true, correct and complete copy of the Company's Articles of Incorporation as amended to date and as in full force and effect on the date hereof. For purposes of this Agreement, "MATERIAL ADVERSE EFFECT" shall mean any material adverse change in, or material adverse effect on, the business, assets, results of operations, or financial or other condition of the Company and its subsidiaries (taken as a whole), or any event or circumstance which would likely prevent, hinder or materially delay the consummation of any of the transactions contemplated by this Agreement or any of the Related Agreements.
Company Organization and Good Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Company has the corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified or be in good standing would have a Material Adverse Effect (as defined below) on the Company. The Company has delivered, or caused to be delivered, to the Purchaser and its counsel a true, correct and complete copy of the Company's Memorandum of Association and Articles of Association, each as amended to date and as in full force and effect on the date hereof. For purposes of this Agreement, "MATERIAL ADVERSE EFFECT" shall mean any material adverse change in, or material adverse effect on, the business, prospects, assets, results of operations, or financial or other condition of the Company, or any event or circumstance which would likely prevent, hinder or materially delay the consummation of any of the transactions contemplated by this Agreement and the Related Agreements.
Company Organization and Good Standing. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own or lease its properties and conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions (to the extent the concept of good standing is applicable in any such jurisdiction) in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or have such power or authority would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the financial condition, business, properties or results of operations of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”). The Company has the corporate power and authority to execute and deliver, and to perform its obligations under this Agreement.
