Corporate Organization; Qualification. ETP is a limited partnership duly organized, validly existing and duly qualified or licensed and in good standing under the laws of the state or jurisdiction of its formation and has all requisite limited partnership power to own, lease and operate its properties and to carry on its business as currently conducted. ETP is duly qualified or licensed to do business as a foreign limited partnership and is, and has been, in good standing in each 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 for such failures to be qualified, licensed or in good standing that would not materially affect the consummation of the transactions contemplated by this Agreement.
Corporate Organization; Qualification. BHC is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and corporate authority to own, lease, and operate its properties and to carry on its business as now being conducted. No actions or proceedings to dissolve BHC are pending or, to the best knowledge of BHC, threatened.
Corporate Organization; Qualification. Each Seller is duly organized and validly existing and in good standing under the Laws of its governing jurisdiction. Each of the Entities is duly organized and validly existing and in good standing under the Laws of its governing jurisdiction and each (a) has the requisite power to carry on its businesses as currently conducted and (b) is duly qualified to do business in each of the jurisdictions in which the ownership, operation or leasing of its properties or assets or the conduct of its business requires it to be so qualified, except where the failure to be so qualified would not have a Material Adverse Effect.
Corporate Organization; Qualification. Such Person (a) is a limited liability company duly organized and validly existing under the Laws of its jurisdiction of formation, (b) has the requisite power to carry on its businesses as currently conducted and (c) is duly qualified to do business in each of the jurisdictions in which the ownership, operation or leasing of its properties or assets or the conduct of its business requires it to be so qualified, except where the failure to be so qualified would not materially and adversely affect the ability of, or timing for, Buyer to consummate the transactions contemplated by this Agreement or the Transition Services Agreement.
Corporate Organization; Qualification. (a) The Company is an international business company duly organized, validly existing and in good standing under the laws of the British Virgin Islands and each of the Company’s subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction, with the requisite corporate power and authority to carry on its business as it is now being conducted and to own, operate and lease its properties and assets, is duly qualified or licensed to do business as a foreign corporation in good standing in every other jurisdiction in which the character or location of the properties and assets owned, leased or operated by it or the conduct of its business requires such qualification or licensing, except in such jurisdictions in which the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as defined below) on the Company and its subsidiaries taken as whole. Complete and correct copies of the Company’s Articles of Association and Memorandum of Association have previously been made available to Mill Basin.
(b) Except as set forth on the Company Disclosure Schedule, the Company does not own or control any capital stock of any corporation or any interest in any partnership, joint venture or other entity (for purposes of this Article 2 and the representations set forth herein, any reference to the Company shall include the Company and all of its subsidiaries disclosed in the Company Disclosure Schedule, except where the context otherwise clearly requires). The percentage ownership of each such subsidiary is set forth in the Company Disclosure Schedule. All capital stock of the subsidiaries owned directly or indirectly by the Company is held free and clear of all liens, claims and encumbrances except as set forth in the Company Disclosure Schedule. Each entity in which the Company owns an interest is duly organized, validly existing in good standing, and qualified to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure so to qualify would not have a Material Adverse effect on the Company taken as a whole.
Corporate Organization; Qualification. (a) Seller is duly incorporated, validly existing and in good standing under the Laws of Michigan. Each of Generation and the Material Subsidiaries is duly organized and validly existing and each of Generation (as of the date hereof) and the Material Subsidiaries organized in the United States is in good standing, in each case under the laws of its governing jurisdiction.
(b) Each of Generation and the Material Subsidiaries has the requisite power to carry on its businesses as currently conducted in all material respects.
(c) Each of Generation and the Material Subsidiaries is duly qualified to do business in each of the jurisdictions in which the ownership, operation or leasing of its properties or assets or the conduct of its business requires it to be so qualified, except where the failure to be so qualified would not materially and adversely affect the ability of, or timing for, Seller to consummate the transactions contemplated by this Agreement or Related Agreements or materially and adversely affect the business or operations of such entity.
Corporate Organization; Qualification. Buyer (a) is duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of incorporation, (b) has the requisite power to carry on its businesses as currently conducted and (c) is duly qualified to do business in each of the jurisdictions in which the ownership, operation or leasing of its properties or assets or the conduct of its business requires it to be so qualified, except where the failure to be so qualified would not adversely affect the ability of, or timing for, Buyer to consummate the transactions contemplated by this Agreement, the Related Agreements, the CGIC Loan Agreement or the Consent and Support Agreement.
Corporate Organization; Qualification. (a) Sooner Holdings, Inc. is a corporation duly organized, validly existing and in good standing under the laws of Oklahoma with the requisite corporate power and authority to carry on its business as it is now being conducted and to own, operate and lease its properties and assets, and is duly qualified or licensed to do business as a foreign corporation in good standing in every other jurisdiction in which the character or location of the properties and assets owned, leased or operated by it or the conduct of its business requires such qualification or licensing, except in such jurisdictions in which the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company taken as whole. “Material Adverse Effect” with respect to a party shall mean a material adverse change in or effect on the business, operations, financial condition, properties or liabilities of the party taken as a whole, provided, however, that a Material Adverse Effect will not be deemed to include (i) changes as a result of the announcement of this transaction or (ii) changes in generally accepted accounting principles.
Corporate Organization; Qualification. (a) Seller and Panhandle are each corporations duly organized, validly existing and duly qualified or licensed and in good standing under the laws of the state or jurisdiction of their respective incorporation and have all requisite corporate power, as applicable, to own, lease and operate their respective properties and to carry on their respective businesses as currently conducted. Seller and Panhandle are each duly qualified or licensed to do business as foreign corporations, and are, and have been, in good standing in each jurisdiction in which the nature of the respective businesses conducted by them or the property they own, lease or operate requires them to so qualify, be licensed or be in good standing, except for such failures to be qualified, licensed or in good standing that would not have a Material Adverse Effect. True and correct copies of the Organizational Documents of Panhandle and the Panhandle Subsidiaries with all amendments thereto to the date hereof, have been made available by Seller to Buyer or its representatives.
(b) The Panhandle Subsidiaries are each corporations, or other entities, as applicable, duly organized, validly existing and duly qualified or licensed and in good standing under the laws of the state or jurisdiction of their respective incorporation or formation and have all requisite corporate or other power, as applicable, to own, lease and operate their respective properties and to carry on their respective businesses as currently conducted. The Panhandle Subsidiaries are each duly qualified or licensed to do business as foreign corporations, or other entities, as applicable, and are, and have been, in good standing in each jurisdiction in which the nature of the respective businesses conducted by them or the property they own, lease or operate requires them to so qualify, be licensed or be in good standing except where the failure to be so authorized, qualified or licensed and in good standing would not have a Material Adverse Effect. Section 3.1(b) of the Seller Disclosure Letter sets forth all of the jurisdictions in which Panhandle and the Panhandle Subsidiaries are qualified to do business.
(c) Section 3.1(c) of the Seller Disclosure Letter sets forth the ownership interest of Seller (or any Subsidiary) in each Related Company.
Corporate Organization; Qualification. Buyer and each of the Sponsors is a corporation or other legal entity duly organized, validly existing and duly qualified or licensed and in good standing under the laws of the state or jurisdiction of its incorporation and has all requisite corporate power to own, lease and operate its properties and to carry on its business as currently conducted. Buyer and each of the Sponsors is duly qualified or licensed to do business as a foreign corporation or other legal entity and is, and has been, in good standing in each 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 for 34 such failures to be qualified, licensed or in good standing that would not materially affect the consummation of the transactions contemplated by this Agreement.
