Due Incorporation, Good Standing, and Qualification. Buyer and each of its subsidiaries are corporations duly organized, validly existing, and in good standing under the laws of their jurisdictions of incorporation with all requisite corporate power and authority to own, operate, and lease their assets and properties and to carry on their business as now being conducted. Neither Buyer nor any of its subsidiaries is subject to any material disability by reason of the failure to be duly qualified as a foreign corporation for the transaction of business or to be in good standing under the laws of any jurisdiction. As used in this Agreement with reference to Buyer, the term "subsidiaries" shall include all direct or indirect subsidiaries of Buyer.
Due Incorporation, Good Standing, and Qualification. Each of the Company and its subsidiaries is a corporation duly organized, validly existing, and in good standing under the laws of the state of its incorporation with the corporate power and authority to own, lease, and operate its properties and to conduct its business as presently conducted and as described in each of the Commitment Prospectus and the Prospectus and is duly registered or qualified to conduct its business and is in good standing in each jurisdiction or place in which the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure to so register or qualify has not had and will not have a material adverse effect on the condition (financial or other), business, properties, net worth, results of operations, or prospects of the Company and its subsidiaries taken as a whole (a "Material Adverse Effect").
Due Incorporation, Good Standing, and Qualification. NEO is a corporation duly organized, validly existing, and in good standing under the laws of Arizona with all requisite corporate power and authority to own, operate, and lease its assets and properties and to carry on its business as now being conducted. NEO is not subject to any material disability by reason of the failure to be duly qualified as a foreign corporation for the transaction of business or to be in good standing under the laws of any jurisdiction. Sellers have heretofore delivered to Buyer a list setting forth, as of the date of this Agreement, each jurisdiction in which (i) NEO currently conducts its business or has in the past conducted its business on any basis, (ii) NEO is qualified to do business, and (iii) NEO is qualified for the purposes of sales and income taxes.
Due Incorporation, Good Standing, and Qualification. Acquiror is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with all requisite corporate power and authority to own, operate and lease its assets and to carry on its business (if any) as it is now being conducted.
Due Incorporation, Good Standing, and Qualification. Each Seller is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, operate, and lease its assets and properties and to carry on its business as now being conducted. No Seller is subject to any material disability by reason of the failure to be duly qualified as a foreign corporation for the transaction of business or to be in good standing under the laws of any jurisdiction. Schedule 4.1(a) hereto constitutes a list setting forth, as of the date of this Agreement, each jurisdiction in which each Seller is qualified to do business.
Due Incorporation, Good Standing, and Qualification. MSH is a corporation duly organized, validly existing and in good standing under the laws of the British Virgin Islands, with all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as it is now being conducted.
Due Incorporation, Good Standing, and Qualification. Acquiror is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado, with all requisite corporate power and authority to own, operate and lease its assets and to carry on its business (if any) as it is now being conducted.
Due Incorporation, Good Standing, and Qualification. Intellicell and each of its subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization with all requisite power and authority to own, operate and lease its properties and to carry on its business as now being conducted. Each of Intellicell and its subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not, in the aggregate, have a Material Adverse Effect. Intellicell has heretofore delivered to CWI accurate and complete copies of the charter and bylaws, as currently in effect, of Intellicell and each of its subsidiaries.
Due Incorporation, Good Standing, and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of Arkansas, with all requisite corporate power and authority to own, operate, and lease its assets and properties and to carry on its business as now being conducted. To the knowledge of the Company, the Company is not subject to any material disability by reason of the failure to be duly qualified as a foreign corporation for the transaction of business or to be in good standing under the laws of any jurisdiction. The Company's and Shareholders' Disclosure Schedule will include a list setting forth, as of the date of this Agreement, each jurisdiction in which the Company is qualified to do business.
Due Incorporation, Good Standing, and Qualification. OneSource and each of its subsidiaries are corporations duly organized, validly existing, and in good standing under the laws of their jurisdictions of incorporation with all requisite corporate power and authority to own, operate, and lease their assets and properties and to carry on their business as now being conducted. To the knowledge of OneSource, neither OneSource nor any of its subsidiaries is subject to any material disability by reason of the failure to be duly qualified as a foreign corporation for the transaction of business or to be in good standing under the laws of any jurisdiction. As used in this Agreement with reference to OneSource, the term "subsidiaries" shall include all direct or indirect subsidiaries of OneSource other than the Company. No representation or warranty relating to OneSource, OneSource's consolidated financial position, or OneSource and its subsidiaries taken as a whole shall be deemed to be breached as a result of any circumstances that would constitute a breach of a representation or warranty by the Company.
