Corporate Organization, Standing and Qualifications. The Vendor is a corporation duly incorporated, validly existing, organized and in good standing under the laws of the Province of British Columbia and has not been dissolved. The Vendor has all requisite corporate power, authority and capacity to own, lease and operate its property and assets and to carry on the Autocarz Business.
Corporate Organization, Standing and Qualifications. The Company is a corporation duly incorporated, validly existing, organized and in good standing under the laws of the Province of British Columbia and has not been dissolved. Each of the Subsidiaries is a corporation duly incorporated, validly existing, organizing in good standing under the laws of the jurisdiction of its incorporation as set out in the Vendors’ Disclosure Letter and has not been dissolved. Each of the Acquired Companies has all requisite corporate power, authority and capacity to own, lease and operate its property and assets and to carry on the Business. Each of the Acquired Companies has made all filings and registrations under all applicable Laws and is duly qualified or licensed as a corporation to carry on business, and is in good standing, in each jurisdiction in which the nature of the Business, or the property owned or leased by such Acquired Company, makes such qualification necessary except where the failure to be so qualified may be cured with only immaterial expense and with such failure having no Material Adverse Effect on the Acquired Companies (as a whole) or the Business. The Vendors’ Disclosure Letter contains
(a) a complete list of the jurisdictions in which the Business is carried on by the Acquired Companies, (b) a list of all of the lines of business in which the Acquired Companies are participating or engaged, (c) the primary lines of business in which the Acquired Companies have participated or engaged in the past, and (d) the names (registered or otherwise) under which an Acquired Company does as of the date hereof, or has in the past done, business. None of the Acquired Companies have engaged in any other business in the past except as disclosed in the Vendors’ Disclosure Letter. Complete and correct copies of the articles of incorporation and by- laws, if applicable, or other organization documents of the Acquired Companies, including any and all amendments thereto, have been delivered or made available to the Purchaser and such articles and by-laws, if applicable, or such other organization documents as so amended, are in full force and effect, and no amendments are being made to same. The name of each director and officer of each Acquired Company on the date hereof and the positions held by each are set forth in the Vendors’ Disclosure Letter.
Corporate Organization, Standing and Qualifications. (i) OLG is a non-share capital corporation established under the Enabling Legislation and OGAC is a corporation duly incorporated and validly existing under the laws of the Province of Ontario and has not been dissolved.
(ii) To the knowledge of the Seller, the Existing Operator is a limited partnership formed under the laws of the Province of Ontario and has not been wound up.
(iii) The Existing General Partner is a corporation incorporated under the laws of the Province of Nova Scotia and has not been dissolved.
(iv) The Employee Holdco is a corporation existing under the laws of the Province of Ontario and has not been dissolved.
(v) Pursuant to the Enabling Legislation, OLG is for all its purposes an agent of the Crown.
(vi) Each of OLG, OGAC and, to the knowledge of the Seller, the Existing Operator and the Existing General Partner, has all requisite corporate power, authority and capacity to own, lease and operate its property and assets and, subject to Section 7.1(b), to sell the Purchased Assets, or cause the Purchased Assets to be sold, to the Service Provider and otherwise perform its obligations pursuant to this Agreement.
Corporate Organization, Standing and Qualifications. The Service Provider is a corporation duly continued and validly existing under the laws of the Province of Ontario and has not been dissolved. The Service Provider has all requisite corporate power, authority and capacity to own, lease and operate its property and assets, to carry on its business as presently conducted, to purchase the Purchased Assets and otherwise perform its obligations pursuant to this Agreement.
Corporate Organization, Standing and Qualifications. The Purchaser is a corporation duly incorporated, validly existing, organized and in good standing under the laws of the State of California and has not been dissolved. The Purchaser has all requisite corporate power, authority and capacity to own, lease and operate its property and assets, to carry on its business as presently conducted, to purchase the Purchased Assets and otherwise perform its obligations pursuant to this Agreement.
Corporate Organization, Standing and Qualifications. Each of Xxxxxx and each of the Vendors is a corporation incorporated or an entity duly created and validly existing under the Applicable Laws of the jurisdiction of its incorporation and have not been dissolved. The Vendors each have all requisite corporate power, authority and capacity to own each of their respective interest in the Property, to transfer the Property to West Pacific or Chilean Subco, and otherwise perform their respective obligations pursuant to this Agreement.
Corporate Organization, Standing and Qualifications. West Pacific is a company validly existing, organized and in good standing under the laws of British Columbia, Canada and has not been dissolved. West Pacific has all requisite power, authority and capacity to perform its obligations pursuant to this Agreement.
Corporate Organization, Standing and Qualifications. The Company is a limited liability company duly formed, validly existing, organized and in good standing under the laws of the State of New Jersey and has not been dissolved. The Company has all requisite power, authority and capacity to own, lease and operate its property and assets and to carry on the Business. The Company has made all filings and registrations under all applicable Laws and is duly qualified or licensed as a corporation to carry on business, and is in good standing, in each jurisdiction in which the nature of the Business, or the property owned or leased by the Company, makes such qualification necessary. Schedule 4.1 contains (a) a complete list of the jurisdictions in which the Business is carried on by the Company, (b) a list of all of the lines of business in which the Company is participating or engaged, (c) the primary lines of business in which the Company has participated or engaged in the past, and (d) the names (registered or otherwise) under which the Company does as of the date hereof, or has in the past two years done, business. The Company has not engaged in any other business in the past except as disclosed in Schedule 4.1. Complete and correct copies of the certificate of formation of the Company, including any and all amendments thereto, have been delivered or made available to the Purchaser and such documents, as so amended, are in full force and effect, and no amendments are being made to same.
Corporate Organization, Standing and Qualifications. Each of the Purchaser and GLN is a corporation duly incorporated, validly existing, organized and in good standing under the laws of the jurisdiction of its incorporation and has not been dissolved. Each of the Purchaser and GLN has all requisite corporate power, authority and capacity to own, lease and operate its property and assets, to carry on its business as presently conducted, to purchase the Purchased Interests and otherwise perform its obligations pursuant to this Agreement.
Corporate Organization, Standing and Qualifications. The Company is a corporation duly incorporated, validly existing, organized and in good standing under the laws of Ontario and has not been dissolved. The Company has all requisite corporate power, authority and capacity to own, lease and operate its property and assets and to carry on the Business. Complete and correct copies of the articles of incorporation and by-laws of the Company, including any and all amendments thereto, have been delivered or made available to the Purchaser and such articles and by-laws, as so amended, are in full force and effect, and no amendments are being made to same. The name of each director and officer of the Company on the date hereof and the positions held by each are set forth in Schedule 4.1.
