Corporate Existence and Qualification: Corporate Documents. Each of Merger Sub and Resolve is duly organized, validly existing and in good standing under the laws of its state of jurisdiction, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction where the failure to so qualify would have a material adverse effect on either of them. Each of Merger Sub and Resolve has all required corporate or limited liability company power and authority to own its properties and to carry on its business as presently conducted.
Corporate Existence and Qualification: Corporate Documents. (a) Each Company is duly organized, validly existing and in good standing under the laws of its state of incorporation and is not required to be qualified to do business as a foreign corporation in any other jurisdiction where the failure to so qualify would have a material adverse effect on such Company. Each Company has all requisite corporate power and authority to own its Properties and carry on its business as presently conducted. The copies of the Articles of Incorporation and Bylaws or Code of Regulations of each Company attached to the Secretary’s Certificate for such Company delivered pursuant to Section 2.02(d) are complete and reflect all amendments thereto through the date hereof.
Corporate Existence and Qualification: Corporate Documents. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction where the failure to so qualify would have a material adverse effect on Purchaser. Purchaser has all required corporate power and authority to own its properties and to carry on its business as presently conducted.
Corporate Existence and Qualification: Corporate Documents. (a) Such Constituent Company is duly organized, validly existing and in good standing under the laws of its state of organization and is not required to be qualified to do business as a foreign entity in any other jurisdiction where the failure to so qualify would have a material adverse effect on it. Such Constituent Company has all requisite limited liability company power and authority to own its Properties and carry on its business as presently conducted. The copies of the Articles of Organization and Operating Agreement of such Constituent Company attached to the Manager’s Certificate for such Constituent Company delivered pursuant to Section 2.04(c) are complete and reflect all amendments thereto through the date hereof.
Corporate Existence and Qualification: Corporate Documents. Each of ELS HRS and Resolve is a corporation duly organized, validly existing and in good standing under the laws of its state of jurisdiction, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction where the failure to so qualify would have a material adverse effect on either of them. Each of ELS HRS and Resolve has all required corporate power and authority to own its properties and to carry on its business as presently conducted.
Corporate Existence and Qualification: Corporate Documents. (a) ELS ESI is duly organized, validly existing and in good standing under the laws of its state of incorporation and is not required to be qualified to do business as a foreign corporation in any other jurisdiction where the failure to so qualify would have a material adverse effect on it. ELS ESI has all requisite corporate power and authority to own its Properties and carry on its business as presently conducted. The copies of the Articles of Incorporation and Bylaws of ELS ESI attached to the Secretary’s Certificate for ELS ESI delivered pursuant to Section 2.04(c) are complete and reflect all amendments thereto through the date hereof.
Corporate Existence and Qualification: Corporate Documents. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Arizona; the Company has the corporate power to own, manage, lease, operate and hold its Properties and to carry on its business as and where such Properties are presently located and such business is presently conducted; and neither the character of the Company's Properties nor the nature of the Company's business requires the Company to be duly qualified to do business as a foreign corporation in any jurisdiction outside those identified in Schedule 3.01(a) attached hereto, and the Company is qualified as a foreign corporation and in good standing in each listed jurisdiction.
Corporate Existence and Qualification: Corporate Documents. Each of AVTEAM and AVTEAM Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction where the failure to so qualify would have a Material Adverse Effect on either AVTEAM or AVTEAM Sub, as the case may be. AVTEAM has all required corporate power and authority to own its properties and to carry on its business as presently conducted. AVTEAM Sub is a wholly owned direct subsidiary of AVTEAM and has been formed for the purpose of acquiring the Assets. Copies of the Articles of Incorporation and Bylaws of each of AVTEAM and AVTEAM Sub on Schedule 4.1 hereto are complete and reflect all amendments thereto through the date hereof.
Corporate Existence and Qualification: Corporate Documents. (a) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction where the failure to so qualify would have a Material Adverse Effect on the Seller. Each Shareholder represents that he is an individual residing in the State of Florida, and each Shareholder has the requisite competence and authority to execute and deliver this Agreement, to perform his respective obligations hereunder and to consummate the transactions contemplated hereby. The Seller has all required corporate power and authority to own its Properties and to carry on the Business as presently conducted. The Articles of Incorporation and Bylaws of the Seller, copies of which are attached on Schedule 5.1(a) hereto, are complete and reflect all amendments thereto through the date hereof.
Corporate Existence and Qualification: Corporate Documents. (a) GRS is a corporation duly organized, validly existing and in good standing under the laws of Florida, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction where the failure to so qualify would have a Material Adverse Effect on GRS. GRS has all required corporate power and authority to own its properties and to carry on its business as presently conducted. The articles of incorporation and bylaws of GRS, copies of which are attached as Schedule 5.01(a), are complete and reflect all amendments thereto through the date hereof.
