Common use of Corporate Existence, Good Standing, and Authority Clause in Contracts

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 filing of the Articles of Merger with the Georgia Secretary of State and, if applicable, appropriate documents with the relevant authorities of other states in which Trans Waste is qualified to do business, (ii) approval of the Federal Trade Commission and the U.S. Department of Justice of the Merger in response to filing by the parties of Hart-Scott-Rodino Notification and Report Forms (the "HSR Filing"), (ixx) xxxxxxxxxxx xf EPD Permits as required under Section 7.11 hereof, and (iv) such other consents, authorizations, filings, approvals and registrations that, if not obtained or made, would not have a Material Adverse Effect on Trans Waste.

Corporate Existence, Good Standing, and Authority. Trans Waste EVG is a ----------------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of Georgiathe State of California. Trans Waste is a "C corporation" under Subchapter C of the Code. Trans Waste EVG has full corporate power and corporate authority to carry on its businesses business as now being conducted and is entitled to own, lease, lease or operate the property and assets now owned, leased, leased or operated by it it, and has no offices operations or employees and conducts no business outside of the State states or countries listed in Section 3.1 of Georgiathe EVG Disclosure Schedule. Trans Waste EVG is qualified to do business, is in good standing and, to the knowledge of each Key Person, and has all required and appropriate licenses in each jurisdiction in which its failure to obtain or maintain such qualification, good standing, standing or licensing (i) would, individually or in the aggregate, have have, or reasonably could be expected to have have, a material adverse effect on the assets, liabilities, business, financial condition, results of operations, or prospects of EVG (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, warranties or covenants set forth in this Agreement. Trans Waste EVG 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 All corporate or other action on the part of EVG and its respective directors and shareholders, necessary for the authorization, execution, delivery and performance of this Agreement and all other agreements to be entered into in connection herewith by EVG and the consummation Shareholders, and the performance of the transactions contemplated hereby have respective obligations of EVG and the Shareholders hereunder and thereunder has been duly authorized by all necessary corporate actions of Trans Wastetaken or will be taken prior to the Closing Date. This Agreement has and all agreements and other documents to be entered into in connection herewith have been or will be duly executed and delivered by Trans Waste EVG and constitutes the Shareholders and constitute legal, valid and binding obligation obligations of Trans WasteEVG and each of the Shareholders, enforceable against EVG and each of the Shareholders 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, insolvency and the relief of debtors, debtors and rules of law governing specific performance, injunctive relief, 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 filing of the Articles of Merger with the Georgia Secretary of State and, if applicable, appropriate documents with the relevant authorities of other states in which Trans Waste is qualified to do business, (ii) approval of the Federal Trade Commission and the U.S. Department of Justice of the Merger in response to filing by the parties of Hart-Scott-Rodino Notification and Report Forms (the "HSR Filing"), (ixx) xxxxxxxxxxx xf EPD Permits as required under Section 7.11 hereof, and (iv) such other consents, authorizations, filings, approvals and registrations that, if not obtained or made, would not have a Material Adverse Effect on Trans Waste.

Corporate Existence, Good Standing, and Authority. Trans Waste Foglight is a corporation duly organized, validly existing and in good standing under the laws of Georgiathe State of Delaware. Trans Waste is a "C corporation" under Subchapter C of the Code. Trans Waste Foglight has full corporate power and corporate authority to carry on its businesses business as now being conducted and is entitled to own, lease, lease or operate the property and assets now owned, leased, leased or operated by it it, and has no offices operations or employees and conducts no business outside of the State States or Countries listed in Section 3.1 of Georgiathe Foglight Disclosure Schedule. Trans Waste Foglight is qualified to do business, is in good standing and, to the knowledge of each Key Person, and has all required and appropriate licenses in each jurisdiction in which its failure to obtain or maintain such qualification, good standing, standing or licensing (i) would, individually or in the aggregate, have have, or reasonably could be expected to have 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 Effect (as a whole or (ii) would result in a material breach of any of the other representations, warranties, or covenants set forth in this Agreementdefined below). Trans Waste Foglight 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 All corporate action on the part of Foglight and its respective directors and Stockholders, necessary for the authorization, execution, delivery and performance of this Agreement and all other agreements to be entered into in connection herewith by Foglight, and the consummation performance of the transactions contemplated hereby have respective obligations of Foglight hereunder and thereunder has been duly authorized by all necessary corporate actions of Trans Wastetaken or will be taken prior to the Closing Date. This Agreement has and all agreements and other documents to be entered into in connection herewith have been duly executed and delivered by Trans Waste Foglight and constitutes the constitute legal, valid and binding obligation obligations of Trans WasteFoglight, enforceable against Foglight 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, insolvency and the relief of debtors, debtors and rules of law governing specific performance, injunctive relief, 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 withIn this Agreement, any courtreference to a "Material Adverse Effect" with respect to any entity or group of entities means any event, administrative agencychange or effect that, when taken individually or commission together with all other adverse changes and effects, is or other governmental authority is reasonably likely to be materially adverse to the condition (financial or instrumentality ("Governmental Entity"otherwise), or any third partyproperties, 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 herebyassets, except for (i) the filing of the Articles of Merger with the Georgia Secretary of State andliabilities, if applicable, appropriate documents with the relevant authorities of other states in which Trans Waste is qualified to do business, (ii) approval operations, results of operations or prospects of such entity and its subsidiaries and other affiliates, taken as a whole; provided, that any change or effect that results directly from the Federal Trade Commission and the U.S. Department of Justice announcement of the Merger in response with Quest shall not be deemed to filing by the parties of Hart-Scott-Rodino Notification and Report Forms (the "HSR Filing"), (ixx) xxxxxxxxxxx xf EPD Permits as required under Section 7.11 hereof, and (iv) such other consents, authorizations, filings, approvals and registrations that, if not obtained or made, would not have constitute a Material Adverse Effect on Trans WasteEffect.

Corporate Existence, Good Standing, and Authority. Trans Waste Starseed is a ------------------------------------------------ corporation duly organized, validly existing and in good standing under the laws of Georgiathe State of Louisiana. Trans Waste is a "C corporation" under Subchapter C of the Code. Trans Waste Starseed has full corporate power and corporate authority to carry on its businesses business as now being conducted and is entitled to own, lease, lease or operate the property and assets now owned, leased, leased or operated by it it, and has no offices operations or employees and conducts no business outside of the State States or Countries listed in Section 3.1 of Georgiathe Starseed Disclosure Schedule. Trans Waste Starseed is qualified to do business, is in good standing and, to the knowledge of each Key Person, and has all required and appropriate licenses in each jurisdiction in which its failure to obtain or maintain such qualification, good standing, standing or licensing (i) would, individually or in the aggregate, have have, or reasonably could be expected to have have, a material adverse effect on the assets, liabilities, business, financial condition, results of operations, or prospects of Starseed (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, warranties or covenants set forth in this Agreement. Trans Waste Starseed 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 All corporate action on the part of each of Starseed and the Founders, and their respective directors and shareholders, necessary for the authorization, execution, delivery and performance of this Agreement and all other agreements to be entered into in connection herewith by Starseed and the consummation Founders, and the performance of the transactions contemplated hereby have respective obligations of Starseed and the Founders hereunder and thereunder has been duly authorized by all necessary corporate actions of Trans Wastetaken or will be taken prior to the Closing Date. This Agreement has and all agreements and other documents to be entered into in connection herewith have been duly executed and delivered by Trans Waste Starseed and constitutes the Founders and constitute legal, valid and binding obligation obligations of Trans WasteStarseed and each of the Founders, enforceable against Starseed and each of the Founders 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, insolvency and the relief of debtors, debtors and rules of law governing specific performance, injunctive relief, 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 filing of the Articles of Merger with the Georgia Secretary of State and, if applicable, appropriate documents with the relevant authorities of other states in which Trans Waste is qualified to do business, (ii) approval of the Federal Trade Commission and the U.S. Department of Justice of the Merger in response to filing by the parties of Hart-Scott-Rodino Notification and Report Forms (the "HSR Filing"), (ixx) xxxxxxxxxxx xf EPD Permits as required under Section 7.11 hereof, and (iv) such other consents, authorizations, filings, approvals and registrations that, if not obtained or made, would not have a Material Adverse Effect on Trans Waste.