Corporate Organization, Qualification and Power. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee. Seller has all requisite corporate power and authority to own, lease and use the Assets and to conduct the Business and holds all authorizations, licenses and permits necessary and required therefor. Seller is duly licensed or qualified to do business as a foreign corporation and is in good standing in the state(s) or other jurisdictions listed on Schedule 2.1.
Corporate Organization, Qualification and Power. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Texas. The Company has all requisite corporate power and authority to own, lease and use its assets and properties and to conduct the business as it is now being conducted and holds all authorizations, licenses and permits necessary and required therefor. The Company is duly licensed and qualified to do business as a foreign corporation and is in good standing in the state(s), countries or other jurisdictions listed on Schedule 3.1, those being the only jurisdictions where its ownership or leasing of property 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 on the Company.
Corporate Organization, Qualification and Power. TALX is a corporation duly organized, validly existing and in good standing under the Laws of the State of Missouri. Mergersub is a corporation duly organized, validly existing and in good standing under the Laws of the State of Missouri. Each of TALX and Mergersub has all requisite corporate power and authority to own, lease and use its assets and properties and to conduct the business as it is now being conducted, and to perform its obligations under all Contracts by which it is bound. Each of TALX and Mergersub is duly qualified to do business as a foreign corporation under the laws of all jurisdictions where its ownership or leasing of property 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 and Power. Each of the Company and each Company Subsidiary (as hereinafter defined) (sometimes referred to herein individually as an "Acquired Company" and collectively as the "Acquired Companies") is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of the Acquired Companies has all requisite corporate power and authority to own, lease and use its assets and properties and to conduct the business in which it is engaged. Each of the Acquired Companies is duly licensed and qualified to do business as a foreign corporation and is in good standing in the jurisdictions listed on Schedule 2.1. No Acquired Company is required to be registered, licensed or qualified as a foreign corporation to do business in any other jurisdiction except for any such jurisdiction where the failure to be so registered, licensed or qualified will not result in a material liability to any of the Acquired Companies.
Corporate Organization, Qualification and Power. The Seller and each of the Companies is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation, and is duly qualified to conduct its business and each is in good standing in every other jurisdiction in which its business is conducted, except where failure to be so qualified, licensed or to be in good standing would not have a Material Adverse Effect. The Seller and each of the Companies has the power to own or lease its respective properties and to carry on its business as now being conducted, wherever located.
Corporate Organization, Qualification and Power. Each of MERI and the Buyers is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and is duly qualified to conduct its business in every other jurisdiction in which its business is conducted, except where failure to be so qualified or licensed would not have a Material Adverse Effect on the Seller. Each of MERI and the Buyers has the corporate power to own or lease its respective properties and to carry on its business as now being conducted, wherever located.
Corporate Organization, Qualification and Power. Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and is duly qualified to conduct its business in every other jurisdiction in which its business is conducted, except where failure to be so qualified or licensed would not, individually or in the aggregate, have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has the corporate power to own or lease its respective properties and to carry on its business as now being conducted, wherever located. The Company’s Subsidiaries are listed on Section 6.3 of the Company Disclosure Schedule, and, except as disclosed on Section 6.3 of the Company Disclosure Schedule, the Company owns no interest in any corporation, partnership, proprietorship or any other business entity. The Company has heretofore made available to Buyer true and correct copies of its Certificate of Incorporation, as amended, and Bylaws, as amended, and the Articles of Incorporation and Bylaws, or other comparable charter or organizational documents, of its Subsidiaries, in each case as amended to the date of this Agreement, and all such documents as so delivered are in full force and effect. Neither the Company nor any of its Subsidiaries is in violation of its Certificate or Articles of Incorporation, Bylaws, or other comparable charter or organizational documents.
Corporate Organization, Qualification and Power. Each of Buyer and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and is duly qualified to conduct its business in every other jurisdiction in which its business is conducted, except where failure to be so qualified or licensed would not, individually or in the aggregate, have a Buyer Material Adverse Effect. Each of Buyer and its Subsidiaries has the corporate power to own or lease its respective properties and to carry on its business as now being conducted, wherever located. Except as disclosed on the Buyer Disclosure Schedule, Buyer does not own any interest in any corporation, partnership, proprietorship or any other business entity. Buyer has heretofore made available to the Company true and correct copies of their respective Certificates/Articles of Incorporation and Bylaws.
Corporate Organization, Qualification and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company has all requisite corporate power and authority to own, lease and use its assets and properties and to conduct the business in which it is engaged. The Company is duly licensed and qualified to do business as a foreign corporation and is in good standing in the jurisdictions listed on Schedule 2.1. The Company is not required to be registered, licensed or qualified as a foreign corporation to do business in any other jurisdiction except for any such jurisdiction where the failure to be so registered, licensed or qualified will not have a Company Material Adverse Effect.
Corporate Organization, Qualification and Power. Each of Envirokare and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of incorporation and is qualified and in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it require such qualification, except where the failure to so qualify or be in such good standing would not, individually or in the aggregate, have a Material Adverse Effect. Envirokare is the sole shareholder of Merger Sub. Each of Envirokare and its Merger Sub has the corporate power to own or lease its respective properties and to carry on its business as now being conducted, wherever located.
