Due Organization; Organizational Documents. (a) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary company power and authority to conduct its business in the manner in which its business is currently being conducted. The Company does not have any Subsidiaries or own equity interests in any corporation or other entity. The Company has made available copies of the organizational documents of the Company, including all amendments thereto.
Due Organization; Organizational Documents. Each Seller Group Company is an entity duly organized, validly existing and in good standing under the laws of the state of its organization and has all requisite corporate or limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and currently proposed to be conducted. Each Seller Group Company is duly qualified or authorized to do business as a foreign corporation or limited liability company and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties and assets requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing would not be reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect.
Due Organization; Organizational Documents. (a) The Company and each of its Subsidiaries is a corporation, limited liability company or limited company, as applicable, duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization and has all necessary corporate or similar power and authority to conduct its business in the manner in which its business is currently being conducted. The Company and each of its Subsidiaries is qualified to do business as a foreign corporation or other entity under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect.
Due Organization; Organizational Documents. (a) Innovate does not have any Subsidiaries. Innovate has not agreed nor is obligated to make, nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Innovate has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.
Due Organization; Organizational Documents. 26 5.2 Subsidiaries........................................................................................................................ 26
Due Organization; Organizational Documents. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Parent is duly qualified to transact business and is in good standing in each jurisdiction in which it is required to be so qualified, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Parent has the requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted. Each jurisdiction where Parent is so qualified is listed on Schedule 5.1 under the heading “Foreign Qualifications” and each jurisdiction where either Company owns, leases or operates assets is listed on Schedule 5.1 under the heading “Other Jurisdictions”. Parent has furnished or made available to Buyer in the Datasite true, correct and complete copies of Parent’s certificate of incorporation and bylaws as in effect as of the date hereof.
Due Organization; Organizational Documents. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware. Issuer is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Each of Buyer and Issuer is duly qualified to transact business and is in good standing in each jurisdiction except where the failure to be so qualified would not reasonably be expected to have an Issuer Material Adverse Effect. Each of Buyer and Issuer has the requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted. Buyer has furnished or made available to Parent true, correct and complete copies of Buyer’s and Issuer’s certificate of incorporation, bylaws or other equivalent organizational documents as in effect as of the date hereof.
Due Organization; Organizational Documents. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Alaska and has all necessary corporate power and authority to conduct its business in the manner in which its business is currently being conducted. The Company is qualified to do business as a foreign corporation under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified would not have a Company Material Adverse Effect. The Company has made available to Parent copies of the current organizational documents of the Company, including all amendments thereto.
Due Organization; Organizational Documents. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware and has all necessary corporate power and authority to own and lease its assets and properties and to conduct its business in the manner in which its business is currently being conducted (the “Current Company Business”). The Company is duly qualified to do business as a foreign corporation and is in good standing (if such concept is applicable in the relevant jurisdiction) under the Laws of all jurisdictions where the operation of the Current Company Business by the Company requires such qualification. The Company has provided to Parent true, correct and complete copies of the certificate of incorporation (the “Restated Certificate of Incorporation”) and bylaws of the Company (the “Bylaws”), in each case including all amendments thereto, as in effect as of the date of this Agreement. The minute books of the Company have been provided to Parent and contain a complete and accurate summary of all meetings of directors and stockholders or actions by written consent since inception through the date of this Agreement. The Company is not in violation of any of the provisions of its Restated Certificate or Bylaws. The Company has no Subsidiaries, and the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.
Due Organization; Organizational Documents. Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the state of Georgia and has full power and authority to own, lease, and operate its assets and to conduct its business as it is currently being conducted. Seller has provided to Buyer complete and accurate copies of Seller’s Organizational Documents. Seller is not in violation of any of the provisions of its Organizational Documents.
