Corporate Existence, Good Standing, and Authority. (a) Each Company is, to the best of the Borrower’s knowledge, duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization (such jurisdictions with respect to existing Guarantor Significant Subsidiaries, being identified on Schedule 3.3 and, with respect to future Guarantor Significant Subsidiaries, being identified in the quarterly reporting as required by Section 5.3(k)).
Corporate Existence, Good Standing, and Authority. Each Company is, to the best of the Borrower's knowledge, duly organized, validly existing, and in good standing under the Laws of its state of incorporation (such jurisdictions being identified on Exhibit 21 of Borrower's most recent annual report filed with the Securities and Exchange Commission on Form 10-K). Except where failure would not reasonably be expected to have a Material Adverse Effect, each Company (a) is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction where the nature and extent of its business and properties require the same, and (b) possesses all requisite authority, power, licenses, permits, and franchises to conduct its business as is now being, or is contemplated herein to be, conducted. The Borrower possesses all requisite authority, power, licenses, permits, and franchises to execute, deliver, and comply with the terms of the Loan Papers, all which have been duly authorized and approved by all necessary corporate action and, except where failure would not reasonably be expected to have a Material Adverse Effect, for which no approval or consent of any Person or Tribunal is required which has not been obtained and no filing or other notification to any Person or Tribunal is required which has not been properly completed.
Corporate Existence, Good Standing, and Authority. CaptureQuest is a corporation duly organized, validly existing and in good standing under the laws of the state of Utah. CaptureQuest has full power and authority to carry on its business as now being conducted and is entitled to own, lease or operate the property and assets now owned, leased or operated by it. CaptureQuest is qualified to do business, is in good standing and possesses all required and appropriate licenses in each jurisdiction in which its failure to obtain or maintain such qualification, good standing or licensing (i) would, individually or in the aggregate, have or reasonably could be expected to have a material adverse effect on the assets, liabilities, business, financial condition, results of operations, or prospects of the Company (a "Material Adverse Effect"), or (ii) would result in a material breach of any of the other representations, warranties or covenants set forth in this Agreement. CaptureQuest has all requisite corporate power and corporate authority to enter into this Agreement all other agreements and documents contemplated hereby (the "Ancillary Agreements") and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements, when executed, will be, duly executed and delivered by the Selling Parties, has been authorized by all necessary action of CaptureQuest and constitutes a legal, valid and binding obligation of Selling Parties, enforceable against the Selling Parties in accordance with its terms, except as enforcement may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights generally.
Corporate Existence, Good Standing, and Authority. Each Restricted Company is duly organized, validly existing, and in good standing under the Laws of its jurisdiction of incorporation. Each Restricted Company is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction where the nature and extent of its business and properties require due qualification and good standing (each of which jurisdictions is identified on Schedule 6). Each Restricted Company possesses all requisite authority and power to conduct its business as is now being conducted and as proposed under the Loan Documents to be conducted and to own and operate its assets as now owned and operated and as proposed to be owned and operated under the Loan Documents.
Corporate Existence, Good Standing, and Authority. Trans Waste is a corporation duly organized, validly existing and in good standing under the laws of Georgia. Trans Waste is a "C corporation" under Subchapter C of the Code. Trans Waste has full corporate power and authority to carry on its businesses as now being conducted and is entitled to own, lease, or operate the property and assets now owned, leased, or operated by it and has no offices outside of the State of Georgia. Trans Waste is qualified to do business, is in good standing and, to the knowledge of each Key Person, has all required and appropriate licenses in each jurisdiction in which failure to obtain or maintain such qualification, good standing, or licensing (i) would, individually or in the aggregate, have or reasonably could be expected to have a material adverse effect on the assets, liabilities, business, financial condition, results of operations, or prospects (a "Material Adverse Effect") of Trans Waste taken as a whole or (ii) would result in a material breach of any of the other representations, warranties, or covenants set forth in this Agreement. Trans Waste has all requisite corporate power and authority to enter into this Agreement and all agreements and other documents to be entered into in connection herewith and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate actions of Trans Waste. This Agreement has been duly executed and delivered by Trans Waste and constitutes the valid and binding obligation of Trans Waste, enforceable in accordance with its terms, except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and rules of law governing specific performance, injunctive relief, or other equitable remedies. To each Key Person's knowledge, except as set forth on Schedule 3.14, no consent, waiver, approval, order, or authorization of, or registration, declaration, or filing with, any court, administrative agency, or commission or other governmental authority or instrumentality ("Governmental Entity"), or any third party, is required to be made or obtained by Trans Waste in connection with the execution and delivery of this Agreement by Trans Waste or the consummation by Trans Waste of the transactions contemplated hereby, except for (i) the fi...
Corporate Existence, Good Standing, and Authority. Category 5 has been duly incorporated and is validly existing and in good standing under the laws of the State of Nevada. Category 5 has full corporate power and authority to enter into, deliver, perform its obligations under and carry out this Agreement and the Ancillary Agreements to which it is a party. This Agreement constitutes, and all agreements and Ancillary Agreements will constitute, valid and legally binding obligations of Category 5 enforceable in accordance with their terms, subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles.
Corporate Existence, Good Standing, and Authority. Category 5 has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware. Category 5 has full corporate power and authority to enter into, deliver, perform its obligations under and carry out this Agreement and the Ancillary Agreements to which it is a party. This Agreement constitutes, and all agreements and Ancillary Agreements will constitute, valid and legally binding obligations of Category 5 enforceable in accordance with their terms, subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles.
Corporate Existence, Good Standing, and Authority. Evertek is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Evertek has full corporate power and corporate authority to carry on its business as now being conducted and is entitled to own, lease or operate the property and assets now owned, leased or operated by it. Evertek is qualified to do business, is in good standing and has all required and appropriate licenses in each jurisdiction in which its failure to obtain or maintain such qualification, good standing or licensing would have a material adverse effect on the business, financial condition or results of operations (a "Material Adverse Effect") of Evertek. Evertek has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Evertek and the Evertek Shareholder, has been authorized by all necessary corporate action of Evertek and constitutes a legal, valid and binding obligation of Evertek and the Evertek Shareholder, enforceable against Evertek and the Evertek Shareholder in accordance with its terms, except as enforcement may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights generally.
Corporate Existence, Good Standing, and Authority. Compgeeks is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Compgeeks has full corporate power and corporate authority to carry on its business as now being conducted and is entitled to own, lease or operate the property and assets now owned, leased or operated by it. Compgeeks is qualified to do business, is in good standing and has all required and appropriate licenses in each jurisdiction in which its failure to obtain or maintain such qualification, good standing or licensing would have a Material Adverse Effect on Compgeeks. Compgeeks has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Compgeeks and each of the Compgeeks Shareholders, has been authorized by all necessary corporate action of Compgeeks and constitutes a legal, valid and binding obligation of Compgeeks and the Compgeeks Shareholders, enforceable against Compgeeks and the Compgeeks Shareholders in accordance with its terms, except as enforcement may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights generally.
Corporate Existence, Good Standing, and Authority. Evertek HK is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Evertek HK has full corporate power and corporate authority to carry on its business as now being conducted and is entitled to own, lease or operate the property and assets now owned, leased or operated by it. Evertek HK is qualified to do business, is in good standing and has all required and appropriate licenses in each jurisdiction in which its failure to obtain or maintain such qualification, good standing or licensing would have a material adverse effect on the business, financial condition or results of operations (a "Material Adverse Effect") of Evertek HK. Evertek HK has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Evertek HK and the Evertek HK Shareholder, has been authorized by all necessary corporate action of Evertek HK and constitutes a legal, valid and binding obligation of Evertek HK and the Evertek HK Shareholder, enforceable against Evertek HK and the Evertek HK Shareholder in accordance with its terms, except as enforcement may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights generally.
