Existence; Good Standing; Corporate Authority; Compliance With Law. Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. Parent is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not have a Parent Material Adverse Effect. For the purposes of this Agreement, "Parent Material Adverse Effect" means a material adverse effect on the business, results of operations or financial condition of Parent and its Subsidiaries taken as a whole, other than effects or changes arising out of, resulting from or relating to general economic, financial or industry conditions. Parent has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. Each of Parent's Significant Subsidiaries is a corporation or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate or partnership power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which Parent or any of its Subsidiaries or any of their respective properties or assets is subject, other than any violations which would not have a Parent Material Adverse Effect. Parent and its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, except where the failure to obtain any such item or to take any such action would not have a Parent Material Adverse Effect.
Existence; Good Standing; Corporate Authority; Compliance With Law. Seller (a) is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation; (ii) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other jurisdictions in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary; (iii) has all requisite corporate power and authority to own its properties and carry on its business as now conducted; (iv) is not in default with respect to any order of any court, governmental authority or arbitration board or tribunal to which Seller is a party or is subject; (v) is not in violation of any laws, ordinances, governmental rules or regulations to which it is subject; and (vi) has obtained all licenses, permits and other authorizations and has taken all actions required by applicable laws or governmental regulations in connection with its business as now conducted.
Existence; Good Standing; Corporate Authority; Compliance With Law. Buyer (i) is a corporation duly organized under the laws of its jurisdiction of organization; (ii) is duly licensed or qualified to do business as a corporation under the laws of all other jurisdictions in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary; (iii) has all requisite corporate power and authority to own its properties and carry on its business as now conducted; (iv) is not in default with respect to any order of any court, governmental authority or arbitration board or tribunal to which Buyer is a party or is subject; (v) is not in violation of any laws, ordinances, governmental rules or regulations to which it is subject; and (vi) has obtained all licenses, permits and other authorizations and has taken all actions required by applicable laws or governmental regulations in connection with its business as now conducted.
Existence; Good Standing; Corporate Authority; Compliance With Law. Each of ENVOY and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation. ENVOY is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the business, results of operations or financial condition of ENVOY (an "ENVOY Material Adverse Effect"). ENVOY has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. Neither ENVOY nor any of its properties or assets is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which ENVOY is subject, where such violation would have an ENVOY Material Adverse Effect. ENVOY has all licenses, permits and other authorizations and has taken all actions required by applicable law or governmental regulations in connection with its business as now conducted, except where the failure to obtain any such item or to take any such action would not have an ENVOY Material Adverse Effect.
Existence; Good Standing; Corporate Authority; Compliance With Law. Each of T.O. Greece and Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. Buyer is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on Buyer. Buyer has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. Buyer is not in violation of any order or decree of any Governmental Entity, or any law, ordinance, or regulation to which Buyer or any of its properties or assets is subject, except where such violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Buyer. Buyer has obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or regulations of any Governmental Entity in connection with its business as now conducted, except where the failure to obtain any such item or to take any such action, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Buyer.
Existence; Good Standing; Corporate Authority; Compliance With Law. Each of PMT and Merger Sub is a corporation duly incorporated and validly existing under the laws of the state of its incorporation. PMT is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the business, results of operations or financial condition of PMT (a "PMT Material Adverse Effect"). PMT has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. Neither PMT, Merger Sub nor any of their properties or assets is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which PMT or Merger Sub is subject, where such violation would have a PMT Material Adverse Effect. PMT has all licenses, permits and other authorizations and has taken all actions required by applicable law or governmental regulations in connection with its business as now conducted, except where the failure to obtain any such item or to take any such action would not have a PMT Material Adverse Effect.
Existence; Good Standing; Corporate Authority; Compliance With Law. (a) The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Colorado. The Company is not required, by reason of the character of the properties owned or leased by it or the transaction of its business in any other jurisdiction, to be licensed or qualified to do business as a foreign corporation in any such jurisdiction.
(b) The Company has all requisite corporate power and authority to own, operate, and lease its properties and carry on its business as presently conducted and as proposed to be conducted.
(c) The copies of the Company's Articles of Incorporation and Bylaws, which have been delivered to Industrialex, include any and all amendments made thereto at any time prior to the date of this Agreement and are true, correct, and complete.
(d) The Company's corporate minute books are accurate as to their content. The meetings of the directors or shareholders referred to in the corporate minute book were duly called and held, and the signatures appearing on all documents contained therein are the true signatures of the persons purporting to have executed the same and no minutes of meetings or written consents of the directors or stockholders of the Company are omitted from such minute book that would contain any resolutions or other actions that would be inconsistent with any of the representations and warranties contained in this Article III or prevent or limit any of the transactions contemplated by this Agreement. Schedule 3.1 of the Company Disclosure Schedule sets forth the names of all directors of the Company and the names and offices held by all officers of the Company as of the date hereof.
Existence; Good Standing; Corporate Authority; Compliance With Law. Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. Parent has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted.
Existence; Good Standing; Corporate Authority; Compliance With Law. Buyer is a publicly-traded corporation. Buyer is duly incorporated, validly existing, and in good standing under the laws of the State of Missouri. Buyer is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of all other jurisdictions in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary. Buyer has all requisite corporate power and authority to own its properties and carry on its business as now conducted. Buyer is not in default with respect to any order of any court, governmental authority, or arbitration board or tribunal to which Buyer is a party or is subject, and Buyer is not in violation of any laws, ordinances, governmental rules or regulations to which it is subject. Buyer has obtained all licenses, permits, or other authorizations and has taken all actions required by applicable laws or governmental regulations in connection with its business as now conducted.
Existence; Good Standing; Corporate Authority; Compliance With Law. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company is duly licensed or qualified to do business