Due Organization; Good Standing; Qualification. The Company and each of its Subsidiaries are duly organized, validly existing and, as applicable, in good standing under the Laws of their respective jurisdictions of incorporation, except where a Subsidiary’s failure to be in good standing would not have a Material Adverse Effect. Each of the Company and its Subsidiaries has all requisite corporate power, authority, licenses, consents, approvals and the like required (a) to own and operate its respective properties (except where the failure to do so would not have a Material Adverse Effect), (b) to carry on its respective business as presently conducted and (c) to execute, deliver and perform its obligations under the Loan Documents to which it is a party, and each is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction wherein the character of the properties owned or leased by it therein or in which the transaction of its respective business therein makes such qualification necessary except where failure to comply with any of the foregoing would not have a Material Adverse Effect.
Due Organization; Good Standing; Qualification. The Company and each of its Subsidiaries are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation, except where a Subsidiary’s failure to be in good standing would not have a Material Adverse Effect. Each of the Company and its Subsidiaries has all requisite corporate power, authority, licenses, consents, approvals and the like required to own and operate its respective properties (except where the failure to do so would not have a Material Adverse Effect) and to carry on its respective business as presently conducted, and each is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction wherein the character of the properties owned or leased by it therein or in which the transaction of its respective business therein makes such qualification necessary except where failure to comply with any of the foregoing would not have a Material Adverse Effect.
Due Organization; Good Standing; Qualification. Section 2.2. Due Authorization; No Conflicts..................27 Section 2.3. Binding Agreements.............................
Due Organization; Good Standing; Qualification. Section 2.2. Due Authorization; No Conflicts. . . . . . . 25 Section 2.3. Binding Agreements . . . . . . . . . . .
Due Organization; Good Standing; Qualification. Seller is a ---------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has full corporate power and authority to carry on the Business as now conducted and to own, lease and operate the assets and properties included in the Business. Seller is qualified to do business and is in good standing in each jurisdiction in which the conduct of the Business by it or the ownership of the Real Property by it requires qualification, except where the failure to be so qualified or in good standing would not have a material adverse effect upon any of the Purchased Assets or upon the condition (financial or otherwise), prospects and other operations of the Business, taken as a whole.
Due Organization; Good Standing; Qualification. The Company and each of its Subsidiaries are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation, except where a Subsidiary's failure to be in good standing would not have a Material Adverse Effect. Each of the Company and its Subsidiaries has all requisite corporate power, authority, licenses, consents, approvals and the like required to own and operate its respective properties (except where the failure to do so would not have a Material Adverse Effect) and to carry on its respective business as presently conducted, and each is duly qualified to do business and is in good standing as a foreign Page 20
Due Organization; Good Standing; Qualification. Each of the Company and each of its Subsidiaries (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) has all necessary power and authority to conduct its business in the manner in which its business is currently being conducted and to own, lease and operate its assets; and (iii) is qualified, authorized, registered or licensed to do business as a foreign corporation or other legal entity and is in good standing in all jurisdictions in which such qualification, authorization, registration or license is required except in the case of clause (iii) as has not had or could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or materially delay or materially impair the consummation of the Transactions.
Due Organization; Good Standing; Qualification. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company is duly organized, validly existing and in good standing under the laws of the State of Oklahoma and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. Each Affiliate of Seller, other than Company, executing any Ancillary Agreement is a corporation or other entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation.
(b) The execution, delivery and performance by Seller of this Agreement and by Seller, the Company and each other Affiliate of Seller executing any Ancillary Agreement of any of the Ancillary Agreements and the consummation of the transactions contemplated hereby or thereby will not: (i) violate any provision of the articles of incorporation, certificate of incorporation, charter, by-laws or other organizational document of the Seller, the Company or any such Affiliate of Seller, as applicable; (ii) violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give to any other contracting party the right to terminate, or constitute (or with written notice or lapse of time or both constitute) a default under any material Contract to which the Seller, the Company or any such Affiliate of Seller is a party or by or to which it or its assets or properties may be bound or subject; (iii) violate any order, judgment, injunction, award or decree of any Governmental Entity against, or binding upon, or any Contract with, or condition imposed by, any Governmental Entity binding upon, Seller, the Company or any such Affiliate of Seller or the properties or assets of the Company; (iv) violate any Applicable Law of any jurisdiction as such Law relates to Seller, the Company or any such Affiliate of Seller or to the properties or assets of the Company; or (v) result in the creation or imposition of any Lien on any of the properties or assets of the Company.
(c) For the period beginning on November 1, 2007, and ending on the date hereof, Seller has delivered to Buyer true...
Due Organization; Good Standing; Qualification. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has full corporate power and authority (i) to enter into and to perform this Agreement and any other agreement, document or instrument to be delivered by Seller pursuant to this Agreement, (ii) to consummate the transactions contemplated hereby and thereby, (iii) to carry on the Business as now conducted and (iv) to own, lease, use and operate the Purchased Assets. Seller is qualified to do business and is in good standing in each jurisdiction in which the conduct of the Business by it requires qualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.
Due Organization; Good Standing; Qualification. The Company and ----------------------------------------------- each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of New York, and has all requisite corporate power and authority to carry on it Business as it is now being conducted and to own and operate the properties and assets now owned and operated by it. Sellers have delivered to Purchaser complete and correct copies of the organizational documents of the Company and each of its subsidiaries. The Company and each of its subsidiaries is duly qualified to do business and in good standing in each jurisdiction where the conduct of its Business or the ownership or operation of its assets requires such qualification, all of which are listed on Schedule 2.2-1. Sellers have provided the Purchaser with all -------------- minute books, records of meetings and consents of the Boards of Directors and stockholders and all stock transfer ledgers of the Company and each of its subsidiaries, each of which is correct and complete in all material respects. The Company and each of the subsidiaries do not own any equity interest in any other entity except as set forth in Schedule 2.2-2. --------------
