Common use of Corporate Existence and Qualification Clause in Contracts

Corporate Existence and Qualification. Corporate Documents (a) The Company 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 the Company. The Company 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 By-laws of the Company, copies of which are attached as Schedule 3.01(a), are complete and reflect all amendments thereto through the date hereof. (b) The stock and minute books of the Company that have been made available to GRS for review contain a complete and accurate record of all stockholders of the Company and all material actions of the stockholders and directors (and any committees thereof) taken at meetings of stockholders or directors of the Company. (c) The Company does not have any subsidiaries, participate in any partnership or joint venture, or own any outstanding capital stock of any other corporation.

Appears in 2 contracts

Samples: Stock Purchase Agreement (General Roofing Services Inc), Stock Purchase Agreement (General Roofing Services Inc)

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Corporate Existence and Qualification. Corporate Documents (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of FloridaIndiana, 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 Company. The Company 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 By-laws of the CompanyCompany , copies of which are attached as Schedule 3.01(a), are complete and reflect all amendments thereto through the date hereof. (b) The stock and minute books of the Company that have been made available to GRS for review contain a complete and accurate record of all stockholders of the Company and all material actions of the stockholders and directors (and any committees thereof) taken at meetings of stockholders or directors of the Company. (c) The Company does not have any subsidiaries, participate in any partnership or joint venture, or own any outstanding capital stock of any other corporation.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Roofing Services Inc)

Corporate Existence and Qualification. Corporate Documents (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of FloridaMichigan, 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 Company. The Company 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 By-laws of the Company, copies of which are attached as Schedule 3.01(a), are complete and reflect all amendments thereto through the date hereof. (b) The stock and minute books of the Company that have been made available to GRS for review contain a complete and accurate record of all stockholders of the Company and all material actions of the stockholders and directors (and any committees thereof) taken at meetings of stockholders or directors of the Company. (c) The Company does not have any subsidiaries, participate in any partnership or joint venture, or own any outstanding capital stock of any other corporation.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Roofing Services Inc)

Corporate Existence and Qualification. Corporate Documents (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of FloridaNorth Carolina, 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 Company. The Company 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 By-laws of the Company, copies of which are attached as Schedule 3.01(a), are complete and reflect all amendments thereto through the date hereof. (b) The stock and minute books of the Company that have been made available to GRS for review contain a complete and accurate record of all stockholders of the Company and all material actions of the stockholders and directors (and any committees thereof) taken at meetings of stockholders or directors of the Company. (c) The Company does not have any subsidiaries, participate in any partnership or joint venture, or own any outstanding capital stock of any other corporation.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Roofing Services Inc)

Corporate Existence and Qualification. Corporate Documents (a) The Each Company 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 Material Adverse Effect on the such Company. The Each Company has all required corporate power and authority to own its Properties and to carry on its business as presently conducted. The Articles articles of Incorporation incorporation and By-laws bylaws of the each Company, copies of which are attached as Schedule 3.01(a), are complete and reflect all amendments thereto through the date hereof. (b) The stock and minute books of the each Company that have been made available to GRS for review contain a complete and accurate record of all stockholders shareholders of the each Company and all material actions of the stockholders shareholders and directors (and any committees thereof) taken at meetings of stockholders shareholders or directors of the such Company. (c) The Company does not have None of the Companies has any subsidiaries, participate in any partnership or joint venture, or own any outstanding capital stock of any other corporation.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Roofing Services Inc)

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Corporate Existence and Qualification. Corporate Documents (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of FloridaIlinois, 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 Company. The Company 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 By-laws of the Company, copies of which are attached as Schedule 3.01(a), are complete and reflect all amendments thereto through the date hereof. (b) The stock and minute books of the Company that have been made available to GRS for review contain a complete and accurate record of all stockholders of the Company and all material actions of the stockholders and directors (and any committees thereof) taken at meetings of stockholders or directors of the Company. (c) The Company does not have any subsidiaries, participate in any partnership or joint venture, or own any outstanding capital stock of any other corporation.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Roofing Services Inc)

Corporate Existence and Qualification. Corporate Documents (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of FloridaTexas, 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 Company. The Company 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 By-laws of the Company, copies of which are attached as Schedule 3.01(a), are complete and reflect all amendments thereto through the date hereof. (b) The stock and minute books of the Company that have been made available to GRS for review contain a complete and accurate record of all stockholders of the Company and all material actions of the stockholders and directors (and any committees thereof) taken at meetings of stockholders or directors of the Company. (c) The Company does not have any subsidiaries, participate in any partnership or joint venture, or own any outstanding capital stock of any other corporation.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Roofing Services Inc)

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