Corporate Organization and Standing. The Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of California. The Corporation has the requisite corporate power to carry on its business as presently conducted, and as proposed or contemplated to be conducted in the future, and to enter into and carry out the provisions of this Agreement and the transactions contemplated under this Agreement.
Corporate Organization and Standing. The Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to carry on its business as presently conducted.
Corporate Organization and Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada. The Company has the requisite corporate power to carry on its business as presently conducted, and as proposed or contemplated to be conducted in the future, and to enter into and carry out the provisions of this agreement and the transactions contemplated in this agreement.
Corporate Organization and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of its incorporation and has all requisite corporate power and authority to own or lease its properties and to carry on its business as presently conducted.
Corporate Organization and Standing. Buyer is (a) a Delaware corporation duly organized, validly existing and duly qualified or licensed and in good standing under the Laws of the state or jurisdiction of its organization with full corporate or other power and authority to own, lease, use and operate its properties and to conduct its business, and (b) duly qualified or licensed to do business and is in good standing in any other jurisdiction in which the nature of the business conducted by it or the property it owns, leases or operates requires it to so qualify, be licensed or be in good standing, except where the failure to be so qualified, licensed or in good standing would not, individually or in the aggregate, have a Buyer Material Adverse Effect.
Corporate Organization and Standing. HDA is a corporation, ----------------------------------- duly incorporated and validly existing under the laws of the State of Alabama, with all requisite corporate power and authority to execute and deliver this Agreement, the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby.
Corporate Organization and Standing. Each of Holdings and HDA ----------------------------------- is a corporation, duly incorporated and validly existing under the laws of its jurisdiction of incorporation, with all requisite corporate power and authority to execute and deliver this Agreement, the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby.
Corporate Organization and Standing. Seller is a corporation duly organized and validly existing under the laws of the State of Israel and has all corporate power and authority to conduct the Business in the manner in which the Business is presently conducted and to own and use the Purchased Assets in the manner in which the Purchased Assets are currently owned and used.
Corporate Organization and Standing. Each of Holdings and HDA is ----------------------------------- a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own or lease its properties and to carry on its business as presently conducted. Each of Holdings and HDA has delivered to the Existing Shareholders or their representatives complete and correct copies of its Certificate or Articles of Incorporation and Bylaws (or other charter documents) and all amendments thereto. Each of Holdings and HDA is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business as now being conducted by it or the property owned or leased by it makes such qualification necessary, except where a failure to be so duly qualified and in good standing could not reasonably be expected to have a material adverse effect on the business, operations, assets, results of operations or financial condition of Holdings, HDA and the HDA Subsidiaries (as defined), taken as a whole.
Corporate Organization and Standing. Buyer is an exempted limited liability company duly organized, validly existing and in good standing under the Laws of Bermuda with requisite power and authority to own, lease, use and operate its properties and to conduct its business as now being conducted. Buyer is duly qualified or licensed to do business and is in good standing in any other jurisdiction in which the nature of the business conducted by it or the property it owns, leases or operates requires it to so qualify, be licensed or be in good standing, except where the failure to be so qualified, licensed or in good standing would not, individually or in the aggregate, have a Buyer Material Adverse Effect.
