Existence; Good Standing; Corporate Power and Authority. EHI is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. EHI is qualified to do business as a foreign corporation and is in good standing under the laws of any state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of business makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the business, results of operations, financial condition or prospects of EHI (an "EHI Material Adverse Effect"). EHI has all requisite corporate power and authority to own, operate, and lease its properties and to carry on its business as now conducted. EHI has provided to AMHC complete and correct copies of its articles of incorporation and bylaws, each of which is in full force and effect.
Existence; Good Standing; Corporate Power and Authority. TMRI is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nebraska. TMRI is qualified to do business as a foreign corporation in the jurisdictions identified on the TMRI Disclosure Letter and is in good standing under the laws of any state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of 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, financial condition, or prospects of TMRI (a "TMRI Material Adverse Effect"). TMRI has all requisite corporate power and authority to own, operate, and lease its properties and to carry on its business as now conducted.
Existence; Good Standing; Corporate Power and Authority. CCS is a corporation duly organized, validly existing, and in good standing under the laws of the State of Tennessee. CCS 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 Power and Authority. Delta is a corporation duly organized, validly existing, and in good standing under the laws of the State of Tennessee. Delta is qualified to do business as a foreign corporation and is in good standing under the laws
Existence; Good Standing; Corporate Power and Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois. Seller has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now conducted.
Existence; Good Standing; Corporate Power and Authority. QS is a corporation duly organized, validly existing, and in good standing under the laws of the State of California. QS is qualified to do business as a foreign corporation and is in good standing under the laws of any state of the United States in which the character of the properties owned or leased by them therein or in which the transaction of 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, financial condition or prospects of QS (a "QS Material Adverse Effect"). QS has all requisite corporate power and authority to own, operate, and lease its respective properties and to carry on its respective business as now conducted. QS has provided to HealthStream complete and correct copies of its articles of incorporation and bylaws, each of which is in full force and effect.
Existence; Good Standing; Corporate Power and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Seller has all requisite corporate power and authority to own and carry on its business as now conducted.
Existence; Good Standing; Corporate Power and Authority. M3 is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas. M3 is qualified to do business as a foreign corporation and is in good standing under the laws of any state of the United States in which the character of the properties owned or leased by them therein or in which the transaction of business makes such qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect as defined in Section 10.15.3 herein. M3 has all requisite corporate power and authority to own, operate, and lease its respective properties and to carry on its respective business as now conducted. M3 has provided to HealthStream in the M3 Disclosure Letter complete and correct copies of its articles of incorporation and bylaws each of which is in full force and effect.
Existence; Good Standing; Corporate Power and Authority. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Illinois. The Transferred Entity is duly qualified to transact business in the jurisdictions where the ownership or leasing of the Assets and the conduct of the Business require it to be so qualified, except where failure to be so qualified would not have a Material Adverse Effect. The Transferred Entity is currently solvent, has no suspended payments, is not subject to any judicial receivership or liquidation proceedings, or is not in bankruptcy, and no such similar proceedings have been commenced with respect to it. Seller and the Transferred Entity have all requisite corporate power and authority to own, operate and lease its properties, and to conduct the Business as it has been and is now being conducted by them and to enter into and perform their respective obligations under his Agreement and all other agreements, instruments, and documents to be delivered hereunder to Buyer at Closing.
Existence; Good Standing; Corporate Power and Authority. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Colorado. Seller is not qualified to do business as a foreign corporation and neither the character of the properties owned or leased by it or the transaction of its business makes such qualification necessary. Seller has all requisite corporate power and authority to own, operate, and lease its properties and to carry on its business as now conducted.
