CORPORATE EXISTENCE; GOOD STANDING. Company is a professional corporation or association, as applicable, duly organized, validly existing and in good standing under the laws of the State of Texas. Company has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Company does not own stock in or control, directly or indirectly, any other corporation, association or business organization, nor is Company a party to any joint venture or partnership. The Shareholders are the sole shareholders of Company and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT 2.1. Each share of Company's common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of Company are owned by Company in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of Company on any matter, (b) securities of Company convertible into equity interests in Company, or (c) commitments, options, rights or warrants to issue any such equity interests in Company, to issue securities of Company convertible into such equity interests, or to redeem any securities of Company. No shares of capital stock of Company have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Company's stockholders. Company is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. Company does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1.
CORPORATE EXISTENCE; GOOD STANDING. Contributor is a professional corporation or association, as applicable, duly organized, validly existing and in good standing under the laws of the State of Texas. Contributor has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Contributor does not own stock in or control, directly or indirectly, any other corporation, association or business organization, nor is Contributor a party to any joint venture or partnership. The Shareholders are the sole shareholders of Contributor and own all outstanding shares of capital stock free of all security interests, claims, encumbrances and liens in the amounts set forth on EXHIBIT 2.1. Each share of Contributor's common stock has been legally and validly issued and fully paid and nonassessable. No shares of capital stock of Contributor are owned by Contributor in treasury. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the stockholders of Contributor on any matter, (b) securities of Contributor convertible into equity interests in Contributor, or (c) commitments, options, rights or warrants to issue any such equity interests in Contributor, to issue securities of Contributor convertible into such equity interests, or to redeem any securities of Contributor. No shares of capital stock of Contributor have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of Contributor's stockholders. Contributor is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. Contributor does not have any assets, employees or offices in any state other than the state set forth in the first sentence of this SECTION 2.1.
CORPORATE EXISTENCE; GOOD STANDING. (a) Borrower (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is in good standing in all other jurisdictions in which it is required to be qualified to do business as a foreign corporation, and (iii) has all requisite corporate power and authority and full legal right to own or to hold under lease its properties and to carry on the business as presently engaged. Borrower has no Subsidiaries that contain assets or conduct operations.
(b) Borrower has corporate power and authority and has full legal rights to enter into each of the Loan Documents to which it is a party, to perform, observe and comply with all of its agreements and obligations under each of such documents, and to obtain all of the Loans contemplated by this Agreement.
CORPORATE EXISTENCE; GOOD STANDING. Pentegra is a corporation duly organized and existing and in good standing under the laws of the State of Delaware.
CORPORATE EXISTENCE; GOOD STANDING. Seller is a professional corporation duly organized, validly existing and in good standing under the laws of the State of Georgia. Seller has all necessary corporate powers to own all of its assets and to carry on its business as such business is now being conducted. Seller is not required to qualify to do business as a foreign corporation in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction.
CORPORATE EXISTENCE; GOOD STANDING. The Borrower shall, and shall cause each of its Subsidiaries to, maintain its corporate existence and its qualification and good standing in all jurisdictions in which the failure to maintain such qualification or good standing could reasonably be expected to have a material adverse effect on the Borrower's or such Subsidiary's property, business, operations, prospects, or condition (financial or otherwise).
CORPORATE EXISTENCE; GOOD STANDING. Company shall preserve and maintain its corporate existence in the State of Delaware and all of its licenses, privileges and franchises and other rights necessary or desirable in the normal course of its businesses, except to the extent that the failure to preserve and maintain its corporate existence and such rights would not have a material adverse effect on the financial condition, properties, business or prospects of Company. Company shall qualify to do business and shall be and remain in good standing in each jurisdiction in which the nature of its business requires it to be so qualified, or in which failure to be so qualified and in good standing would have a material adverse effect on the financial condition, properties or business of Company.
CORPORATE EXISTENCE; GOOD STANDING. Purchaser is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority necessary to carry on its business as it is now being conducted.
CORPORATE EXISTENCE; GOOD STANDING. Premier is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Premier is, or will be at Closing, duly qualified to do business and is in good standing in the states where its ownership or leasing of property or the conduct of its business requires it to be so qualified and in which the failure to be duly qualified would have a material adverse effect upon Premier, and has the corporate power and authority to carry on its business as now conducted
CORPORATE EXISTENCE; GOOD STANDING. (i) The Borrower is (a) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or a period longer than the term of the Facility, and is duly qualified or has made application for due qualification, to do business in all states in which its ownership of property or conduct of business legally requires such authorization, and (b) has all requisite corporate power and authority and full legal right to own or to hold under lease its properties and to carry on the business in which it is presently engaged.
(ii) The Borrower has adequate corporate power and authority and has full legal rights to enter into each of the Loan Documents to which it is a party, to perform, observe and comply with all of its respective agreements and obligations under each of such documents.
(iii) As of the Closing Date, E(2)T is the only domestic Subsidiary and/or Affiliate of the Borrower.
