Corporate Organization; Authority. (a) Each of Farequest and its subsidiaries (the "FAREQUEST SUBSIDIARIES") 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 (i) own, lease, operate or otherwise hold its properties and assets and to carry on its business as now being conducted and (ii) execute, deliver and perform its obligations under this Agreement and the other agreements and instruments to be executed and delivered by it hereunder or in connection herewith and to carry out its respective obligations hereunder and thereunder. The execution and delivery of this Agreement and the other agreements and instruments to be executed and delivered by Farequest and the Farequest Subsidiaries hereunder or in connection herewith, and the consummation by it of the transactions contemplated hereby, subject to obtaining approval of the Farequest stockholders, have been duly authorized by all necessary corporate and other actions of Farequest and the Farequest Subsidiaries pursuant to and in accordance with the Laws governing Farequest and the Farequest Subsidiaries.
(b) Each of the Farequest and the Farequest Subsidiaries is duly qualified or licensed and in good standing as a foreign corporation, authorized to do business under the Laws of each jurisdiction where the character of the properties owned, leased or used by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified or licensed, would not have a Material Adverse Effect on Farequest. Schedule 3.1(b) sets forth a true, complete and correct list of all jurisdictions in which each of the Farequest and the Farequest Subsidiaries is presently qualified or licensed to do business.
(c) True, correct and complete copies of the certificate of incorporation of Farequest (the "FAREQUEST CHARTERS") and bylaws of Farequest (the "FAREQUEST BYLAWS") and the charter documents and bylaws (and all amendments thereto), of each of the Farequest Subsidiaries, each as currently in effect, have been delivered to RCG. Farequest is not in violation of any term of the Farequest Charter or the Farequest Bylaws. None of the Farequest Subsidiaries is in violation of any term of its charter documents or bylaws.
(d) This Agreement and the other agreements and instruments to be executed and delivered by Farequest and the Farequest Subsidiaries hereunder or in connection herewit...
Corporate Organization; Authority. IFS is a corporation duly organized, solvent, validly existing and in good standing under the laws of the State of Colorado. IFS has all necessary corporate power and authority to enter into and execute this Agreement and to consummate the transactions contemplated hereby. Upon execution, this Agreement shall be a legally enforceable, valid and binding obligation of IFS. The execution and delivery of this Agreement does not and shall not conflict with or violate the articles of incorporation or corporate bylaws of IFS.
Corporate Organization; Authority. SCB is a corporation duly organized, validly existing and in good standing under the laws of the State of California and is a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the "BHC ACT"). Southern California Bank ("SC BANK") is a California state-chartered bank duly organized, validly existing and in good standing under the laws of the State of California. SC Bank is a member of the Bank Insurance Fund of the Federal Deposit Insurance Corporation. Each of SCB and SC Bank has the power and authority, and is duly qualified in all jurisdictions where such qualification is required (except for such qualifications the absence of which, individually or in the aggregate, would not have a material adverse effect upon the business, financial condition or results of operations of SCB and SC Bank, taken as a whole (a "MATERIAL ADVERSE EFFECT")) to carry on its business as it is now being conducted and to own all of its material properties and assets. SCB and SC Bank have all federal, state, local and foreign governmental authorizations, permits, licenses approvals and orders necessary for each to own or lease its properties and assets and to carry on its business as it is now being conducted (all of which are in full force and effect), except where the absence of which, either individually or in the aggregate, would not have a Material Adverse Effect.
Corporate Organization; Authority. Acquiror is a corporation duly organized, validly existing and in good standing under the laws of the State of California and is a registered bank holding company under the BHC Act. Acquiror has the power and authority, and is duly qualified in all jurisdictions where such qualification is required (except for such qualifications the absence of which, individually or in the aggregate, would not have a Material Adverse Effect on Acquiror), to carry on its business as it is now being conducted and to own all of its material properties and assets. Acquiror has all federal, state, local and foreign governmental authorizations, permits, licenses, approvals and orders necessary for it to own or lease its properties and assets and to carry on its business as it is now being conducted (all of which are in full force and effect), except where the absence of which, either individually or in the aggregate, would not have a Material Adverse Effect on Acquiror.
Corporate Organization; Authority. Hospital is a non-profit corporation duly organized, solvent, validly existing and in good standing under the laws of Texas. Hospital has all necessary corporate power and authority to enter into and execute this Agreement and to perform and consummate the transactions contemplated hereby. Upon execution, this Agreement shall be a legally enforceable, valid and binding obligation of Hospital. The execution and delivery of this Agreement does not and will not conflict with or violate the articles of incorporation or corporate bylaws of Hospital nor will it result in violation of any law, ordinance, regulation, court order or decree, or the terms of any other contract, agreement or financing covenant applicable to Hospital.
Corporate Organization; Authority. Buyer is a limited liability company duly organized and validly existing under the laws of Bermuda and has all requisite corporate power and authority to conduct its business as it is now being conducted and to own, lease and operate the properties and assets it purports to own, lease and operate.
Corporate Organization; Authority. Each Corporation is validly constituted in accordance with the Corporation Law of Australia, or its country of incorporation, and is in compliance with the Corporation Law of Australia or its country of incorporation, in all material respects, and has the power and authority to own and use its assets and to carry on its business as it is now conducted. The execution, delivery and performance of this Agreement will not contravene or violate or constitute a breach of the terms of any Corporation's Memorandum and Articles of Association or any agreement to which it is a party.
Corporate Organization; Authority. Seller is a nonprofit mutual benefit corporation duly organized, validly existing and in good standing under the laws of the State of California. Seller has the corporate power and authority to execute and deliver this Agreement, the License Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the License Agreement and the Registration Rights Agreement by Seller, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller, which authorization constitutes all action necessary on the part of Seller to authorize such execution, delivery and performance. This Agreement, the License Agreement and the Registration Rights Agreement have been duly and validly executed and delivered by Seller and constitute valid and binding obligations of Seller enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general equitable principles (regardless of whether at law or in equity).
Corporate Organization; Authority. KCTC is a corporation duly --------------------------------- incorporated, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. KCTC has full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. No further action on the part of KCTC of any nature whatsoever is necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by KCTC and, assuming the due execution and delivery hereof by the Company, WinCup and the Partnership, constitutes the valid and binding obligation of KCTC, enforceable against KCTC in accordance with its terms.
Corporate Organization; Authority. 11 3.2 CAPITALIZATION.........................................12 3.3 SUBSIDIARIES...........................................12 3.4
