Good Standing and Power. The Borrower and each Subsidiary is a limited partnership or corporation, duly organized and validly existing in good standing under the laws of the jurisdiction of its organization; each has the power to own its property and to carry on its business as now being conducted; and each is duly qualified to do business and is in good standing in each jurisdiction 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 to be in good standing, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Good Standing and Power. The Company is duly organized and validly existing and in good standing under the laws of the State of Maryland; and the Company has the power to own its property and to carry on its business as now being conducted and is duly qualified to do business and is in good standing in each jurisdiction 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 to be in good standing, individually or in the aggregate, would not have a Material Adverse Effect. Each of the corporate Subsidiaries of the Company are corporations, each duly organized and validly existing, under the laws of the jurisdiction of its incorporation; each other Subsidiary is an entity duly organized and validly existing under the laws of the jurisdiction of its organization; and each Subsidiary has the power to own its property and to carry on its business as now being conducted and is duly qualified to do business and is in good standing in each jurisdiction 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 organized, existing, qualified, or to be in good standing, individually or in the aggregate, would not have a Material Adverse Effect.
Good Standing and Power. 10 (c) Authority.........................................................................11 (d) Authorizations....................................................................11 (e) Binding Obligation................................................................11 (f) Litigation........................................................................11 (g) No Conflicts......................................................................11 (h) Taxes.............................................................................11 (i) Properties........................................................................12 (j) Compliance with Laws and Charter Documents........................................12 (k) Disclosure........................................................................12 Section 5.02 Survival..........................................................................12 ARTICLE VI
Good Standing and Power. The Borrower is duly organized, validly ----------------------- existing and in good standing under the laws of the State of Delaware.
Good Standing and Power. The Grantor and its Subsidiaries are corporations, each duly incorporated and validly existing, in good standing, under the Laws of its jurisdiction of incorporation, with full power, authority and capacity to own its properties and conduct its businesses as currently conducted. • The Grantor and its Subsidiaries are not in violation of its constitutive documents.
Good Standing and Power. OptiMark, each of the Subsidiaries and OptiMark Innovations are corporations, each duly organized and existing, in good standing, under the laws of the jurisdiction of its incorporation, and each has the corporate power to own its property and to carry on its business as now being conducted and is duly qualified to do business and is in good standing in each jurisdiction 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 for failures to be in good standing or qualified that would not in the aggregate have a Material Adverse Effect.
Good Standing and Power. Except as set forth in Schedule 5.1(a) to the ----------------------- Company Disclosure Letter (as defined in the Merger Agreement), each of the Borrower and its sole subsidiary, Sandhill Information Technology (Beijing) Co. Ltd. (the "Subsidiary") is a corporation duly ---------- organized and existing, in good standing, under the laws of the jurisdiction of its incorporation, and has the corporate power to own its property and to carry on its business as now being conducted and is qualified to do business and is in good standing in each jurisdiction where the ownership or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, qualified or in good standing, or to have such power or authority when taken together with all other such failures, could have a Material Adverse Effect (as defined below). Except for the Subsidiary, the Company does not have any other subsidiaries.
Good Standing and Power. The Company is validly existing as a limited liability company in good standing under the laws of Delaware and has full right, power and authority to enter into this Agreement and to perform its obligations hereunder.
Good Standing and Power. OptiMark and its Subsidiaries are corporations, each duly organized and existing, in good standing, under the laws of the jurisdiction of its incorporation, and each has the corporate power to own its property and to carry on its business as now being conducted and is duly qualified to do business and is in good standing in each jurisdiction 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 for failures to be in good standing or qualified that would not in the aggregate have a Material Adverse Effect.
Good Standing and Power. The Management Company (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (b) has all requisite corporate power and authority to own, lease and operate its properties, to carry on its business as now being conducted, to execute and deliver this Agreement and each of the Asset Purchase Agreement, the Restricted Stock Agreements (as hereinafter defined), the Assignments of Lease, and the Stockholder Non-Competition Agreements (collectively, the "Management Company Transaction Documents"), to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby.
