Good Standing and Other Matters. Each of the Company and each Company Subsidiary is duly organized and is validly existing and in good standing under the laws of its respective jurisdiction of formation or organization, has all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified to do business as a foreign limited liability company in good standing in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than any failures so to be so qualified or in good standing that, individually or in the aggregate, would not reasonably be expected to constitute a Material Adverse Effect. A true, correct and complete copy of the Governing Documents of the Company and each Company Subsidiary, as in effect on the date of this Agreement, has been furnished or made available to Parent or its representatives.
Good Standing and Other Matters. The Company is duly organized, validly existing and in good standing under the laws of the State of California, has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified to do business as a foreign corporation, in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. A true, correct and complete copy of (a) the articles of incorporation and bylaws, including all amendments thereto, of the Company, (b) the stock ledger of the Company, and (c) the minutes of the meetings of the shareholders of the Company, the board of directors of the Company or any committee thereof in which, in any case, material corporate actions were taken (the items described in (a), (b) and (c) above, collectively, the "Constituent Documents"), other than minutes relating to the process leading up to the transactions contemplated hereby, have been furnished or made available to Buyer or its Representatives. Except as set forth in Disclosure Schedule 3.1, there has not been any material breach of the Constituent Documents referenced in (a) above. The jurisdictions in which the Company is qualified to do business as of the date hereof and as of the Closing Date, are set forth on Disclosure Schedule 3.1. The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other business name other than "Composit Engineering," "Composite Engineering," "Composite Engineering, Inc.," "CEI," "CEi" or common derivatives thereof. Disclosure Schedule 3.1 accurately sets forth, as of the date hereof and as of the Closing Date, (i) the names of the members of the board of directors of the Company and (ii) the names and titles of the corporate officers of the Company.
Good Standing and Other Matters. The Company is validly existing and in good standing under the laws of the State of Delaware, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified to do business as a foreign corporation, in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not be reasonably likely to have a Material Adverse Effect. Company Disclosure Schedule 3.1(a) contains a true and correct list of the jurisdictions in which the Company is qualified or registered to do business as a foreign corporation. Copies of (i) the certificate of incorporation of the Company, including all amendments from the date of incorporation (the “Certificate of Incorporation”), (ii) the bylaws and minute books of the Company (containing the records of meetings of the stockholders and the board of directors), and (iii) the stock certificate books, stock transfer books and similar records of the Company have been made available for review by Parent and are true, correct and complete in all material respects.
Good Standing and Other Matters. (i) SFTP is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and has full power and authority to own the SFTP Shares and its FCPLP Interest.
(ii) Funtime is duly organized, validly existing and in good standing as a corporation under the laws of the State of Ohio and has full power and authority to own the Funtime Shares and its Elitch Interest.
(iii) EGHGP is duly organized, validly existing and in good standing as a general partnership under the laws of the State of Delaware and has full power and authority to own its Elitch Interests.
(iv) Frontier City is duly organized, validly existing and in good standing as a corporation under the laws of the State of Oklahoma and has full power and authority to own its FCPLP Interest.
(v) SFSGP is duly organized, validly existing and in good standing as a corporation under the laws of the State of Texas and has full power and authority to own its SFSLP Interest.
(vi) Splashtown is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and has full power and authority to own its SFSLP Interest.
(vii) Spring Beverage is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and has full power and authority to own the Spring Shares.
(viii) Tierco is duly organized, validly existing and in good standing as a corporation under the laws of the State of Oklahoma and has full power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
(ix) Premier Waterworld is duly organized, validly existing and in good standing as a corporation under the laws of the State of California and has full power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
(x) Enchanted Parks is duly organized, validly existing and in good standing as a corporation under the laws of the State of Washington and has full power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
(xi) Darien Lake is duly organized, validly existing and in good standing as a corporation under the laws of the State of New York and has full power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
(xii) Spring is duly organized, validly existing and in good standing as a corporation under...
Good Standing and Other Matters. Buyer is duly organized, validly existing and in good standing as a corporation under the laws of the State of Florida and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
Good Standing and Other Matters. Each of the Pecos Entities is validly existing and in good standing under the laws of the State of Texas, U.S.A., has all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified to do business as a foreign entity in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not be reasonably likely to have a Material Adverse Effect. For each of the Pecos Entities, a true, correct and complete copy of its (i) Articles of Formation and (ii) Operating Agreement or Limited Liability Company Agreement, as the case may be, (such governing documents for the Pecos Entities, together, the “Constituent Documents”), as in effect on the date of this Agreement, has been made available to Buyer or its Representatives through the Data Room. The jurisdictions in which the Pecos Entities are qualified to do business are set forth on Disclosure Schedule 3.1.
Good Standing and Other Matters. Buyer is validly existing and in good standing under the laws of the State of Delaware U.S.A. and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. A true, correct and complete copy of Buyer’s partnership agreement, in effect on the date of this Agreement, has been delivered to Sellers.
Good Standing and Other Matters. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified to do business as a foreign corporation in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not be reasonably likely to have a Material Adverse Effect. True, correct and complete copies of the Certificate of Incorporation and Bylaws have been furnished or made available to Parent or its representatives. The Certificate of Incorporation and Bylaws of the Company are in full force and effect. The Company has not violated its Certificate of Incorporation or Bylaws in any material respect. The minute books of the Company made available to Parent are the only minute books of the Company and contain accurate summaries, in all material respects, of all material meetings of directors (or committees thereof) and stockholders or actions by written consent since the time of incorporation of the Company.
Good Standing and Other Matters. NGL is validly existing and in good standing under the laws of the State of Delaware U.S.A. and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. A true, correct and complete copy of NGL’s partnership agreement, in effect on the date of this Agreement, has been delivered to the Purchaser.
Good Standing and Other Matters. Acquiror is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, other than in such jurisdictions where the failure so to qualify would not be reasonably likely, individually or in the aggregate, to have a material adverse effect on Acquiror. 43
