Existence; Power; Qualification. The Lessee is a corporation duly organized, validly existing and in good standing under the laws of Delaware. The Lessee has all requisite corporate power to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted and is duly qualified to transact business and is in good standing in each jurisdiction where such qualification is necessary or desirable in order to carry out its business as presently conducted and as proposed to be conducted;
Existence; Power; Qualification. Lessee is a corporation duly organized, validly existing and in good standing under the laws of the State of Washington. Lessee has all requisite corporate power to own and operate its properties and to carry on its business as now conducted and is duly qualified to transact business and is in good standing in each jurisdiction where such qualification is necessary or desirable in order to carry out its business as presently conducted. As of the date of this Agreement, Lessee does not have any Subsidiaries and Lessee is not a member of any partnership or joint venture. Attached hereto as EXHIBIT C is a true and correct list of all of the shareholders of Lessee and their respective ownership interests in Lessee;
Existence; Power; Qualification. Each of the Managers is a limited liability company, corporation, or limited partnership respectively duly organized, validly existing and in good standing under the laws of the State of Washington and qualified to do business in each state in which it is managing a Facility. Each of the Managers has all requisite limited liability company, corporate or limited partnership power and authority respectively to manage each Facility pursuant to the terms of this Agreement.
Existence; Power; Qualification. Each of the Emeritus Entities is a corporation or limited partnership respectively duly organized, validity existing and in good standing under the laws of the State of Washington. Each of the Emeritus Entities has all requisite corporate or limited partnership power and authority to operate and lease each of the Facilities and to carry on its business as now conducted and to enter into and carry out the terms of this Agreement.
Existence; Power; Qualification. Lessee is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Lessee has all requisite corporate power to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted and is duly qualified to transact business and is in good standing in each jurisdiction where such qualification is necessary or desirable in order to carry out its business as presently conducted and as proposed to be conducted. As of the date of this Agreement, Lessee does not have any Subsidiaries and Lessee is not a member of any partnership or joint venture. Attached hereto as EXHIBIT C is a true and correct list of all of the shareholders of Lessee and their respective ownership interests in Lessee.
Existence; Power; Qualification. Each Credit Party is a duly organized, validly existing corporation, partnership or limited liability company organized under the laws of the state of its organization and is in good standing or active status, as applicable, under the laws of such state, has the power and authority to own its properties and to carry on its business as now being and hereafter proposed to be conducted and is duly qualified (or otherwise licensed) and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization except where the failure to so qualify could reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the jurisdictions in which the Credit Parties are organized and qualified to do business, including each state where the Borrower or any Subsidiary thereof is licensed as a third party administrator of insurance plans or licensed for utilization review services, are described on Schedule 6.1(a).
Existence; Power; Qualification. The Lessee is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Lessee has all requisite corporate power to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted and is duly qualified to transact business and is in good standing in each jurisdiction where such qualification is necessary or desirable in order to carry out its business as presently conducted and as proposed to be conducted. As of the date of this Lease, the Lessee does not have any Subsidiaries and the Lessee is not a member of any partnership or joint venture (except for each of the limited partnerships which have been created with the Lessor's approval to be the sublessees of the facilities known as Clare Bridge of Fort Myerx, Xxorida and Clare Bridge of Tampa, Florida, and Clare Bridge of Jacksonville, Florida, respectively). Attached hereto as EXHIBIT C is a true and correct list of all of the shareholders of the Lessee and their respective ownership interests in the Lessee.
Existence; Power; Qualification. Lessee is a corporation duly organized, validly existing and in good standing under the laws of California. Lessee has all requisite corporate power to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction (including the State) where such qualification is necessary or desirable in order to carry out its business as now conducted and as proposed to be conducted. As of the date of this Lease, Lessee does not have any Subsidiaries and Lessee is not a member of any partnership or joint venture. Subject to Section 20.4, Lessee is a wholly-owned Subsidiary of the Guarantor by virtue of its being wholly-owned by an intermediary subsidiary which is, in turn, wholly-owned by an intermediary subsidiary, which is a direct wholly-owned Subsidiary of the Guarantor.
Existence; Power; Qualification. Lessor is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Lessor has all requisite corporate power to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction (including the State) where such qualification is necessary or desirable in order to carry out its business as now conducted and as proposed to be conducted.
Existence; Power; Qualification. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware. The Seller has all requisite power and authority to own and operate its properties and to carry on its businesses as presently operated and to enter into and carry out the terms of the Transaction Documents to which the Seller is or will be a party. The Seller is, or by the applicable Closing Date will be, in good standing in each jurisdiction where such qualification is necessary or desirable in order to carry out its business as presently conducted, except where the failure to so qualify would not have a material adverse effect on the financial condition and results of operations of the Seller and its subsidiaries taken as a whole.
