Incorporation, Qualification and Corporate Power. The Borrower and each Subsidiary has been duly incorporated and organized and is a valid and subsisting corporation under the laws of its jurisdiction of incorporation, has all requisite corporate power and authority and is duly qualified and holds all necessary material permits, licences and authorizations necessary or required to carry on its business as now conducted and to own, lease or operate its property and assets, no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up.
Incorporation, Qualification and Corporate Power. The Borrower is a company duly organized, validly existing and in good standing under the laws of Delaware and is duly qualified and in good standing in the following states, which are the only states in which it is doing business: Arizona, Alabama, California, Colorado, Florida, Georgia, Illinois, Indiana, Maryland, Massachusetts, Mississippi, Missouri, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Virginia, Washington, and Wisconsin, except where the failure to be so qualified or to be in good standing in any such state would not have a material adverse effect on the Borrower or on the Collateral. The Borrower has the corporate power to own its property and conduct its business as now conducted.
Incorporation, Qualification and Corporate Power. The Administrative Agent has been duly incorporated and organized and is a valid and subsisting corporation in good standing under the laws of its jurisdiction of incorporation, has all requisite corporate power and authority and is duly qualified and holds all necessary material permits, licences and authorizations necessary or required to carry on its business as now conducted and to own, lease or operate its property and assets, no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing its dissolution or winding up.
Incorporation, Qualification and Corporate Power. The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. The Company (i) has all requisite power and authority (corporate or otherwise) and all licenses, permits and authorizations necessary to carry on its business as it is now being conducted and as it proposes to conduct and to own its properties and assets; and (ii) is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, have a material adverse effect on Parent or the Company. True, correct and complete copies of the charter and by-laws (or other constituent documents) of the Company in effect on the date hereof have been delivered to the Parent. Copies of the minute books, stock certificate books and the stock ledgers (or similar records) of the Company have been delivered to the Parent and are true, correct and complete.
Incorporation, Qualification and Corporate Power. WMEC is a corporation duly organized, validly existing and in good standing under the laws of Massachusetts, and has obtained whatever authorization of officers, directors or shareholders is required by such laws, or by its charter or by-laws, for it to enter into this Agreement.
Incorporation, Qualification and Corporate Power. PSNH is a corporation duly organized, validly existing and in good standing under the laws of New Hampshire, and has obtained whatever authorization of officers, directors or shareholders is required by such laws, or by its charter or by-laws, for it to enter into this Agreement.
Incorporation, Qualification and Corporate Power. CLPC is a corporation duly organized, validly existing and in good standing under the laws of Connecticut, and has obtained whatever authorization of officers, directors or shareholders is required by such laws, or by its charter or by-laws, for it to enter into this Agreement.
Incorporation, Qualification and Corporate Power. Each of the Company and its Subsidiaries is duly organized, validly existing and in good Table of Contents standing under the laws of the jurisdiction of its organization. Schedule 5.1(a) lists each such jurisdiction in which the Company and its Subsidiaries are duly organized and validly existing and in good standing and duly qualified to transact business. Each of the Company and its Subsidiaries (i) has all requisite power and authority (corporate or otherwise) and all licenses, permits and authorizations necessary to carry on its business as it is now being conducted and as it proposes to conduct and to own its properties and assets; and (ii) is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, have a Material Adverse Effect. True, correct and complete copies of the charter and by-laws (or other constituent documents) of the Company and its Subsidiaries in effect on the date hereof have been delivered to the Parent. Copies of the minute books, stock certificate books and the stock ledgers (or similar records) of the Company and its Subsidiaries have been delivered to the Parent and are true, correct and complete.
Incorporation, Qualification and Corporate Power. (a) Each of the Company and its subsidiaries, whether existing as of the date hereof or formed or acquired in the future (the “Subsidiaries”), is a duly incorporated and validly existing corporation and in good standing under the laws of its respective state of incorporation and has all requisite corporate power and corporate authority for the ownership and operations of its properties and for the carrying on of its business as now conducted and as now proposed to be conducted. Each of the Company and its Subsidiaries is duly qualified and is in good standing as a foreign corporation and authorized to do business in all jurisdictions wherein the character of the property owned or leased, or the nature of the activities conducted by it, makes such qualification or authorization necessary except where failure to be so qualified does not have, individually or in the aggregate, a material adverse effect on the business, assets or financial condition of the Company or any of its Subsidiaries (a “Material Adverse Effect”). The Company has all requisite corporate power and corporate authority to execute and deliver this Agreement, the Note to be executed pursuant hereto, the Note Security Agreements, the Guarantee Security Agreement (as hereinafter defined) and the Stockholders Agreement (as hereinafter defined), (the Note, the Note Security Agreements, the Guarantee Security Agreement and the Stockholders Agreement are collectively referred to herein as the “Other Transaction Documents” and this Agreement and the Other Transaction Documents are collectively referred to herein as the “Transaction Documents”), to perform all its obligations hereunder and thereunder, to issue, sell and deliver the Preferred Shares and the Note and to issue and deliver the shares of Series C Preferred Stock issuable upon conversion of the Note and exercise of the Option granted under Section 1.08 hereof (together with the Option Preferred Shares, the “Preferred Conversion Shares”) and to issue, sell and deliver the shares of Common Stock issuable upon conversion of the Series C Preferred Stock (the “Common Conversion Shares” and, together with the Preferred Conversion Shares, the “Conversion Shares”).
(b) As of the date hereof, the Company has no Subsidiaries and does not own of record or beneficially, directly or indirectly, (i) any shares of capital stock or securities convertible into capital stock of any other corporation, or (ii) any participating interest in any partnership, j...
Incorporation, Qualification and Corporate Power each of the Corporation and the Material Subsidiary is duly incorporated and is validly existing under the laws of its jurisdiction of incorporation. Each of the Corporation and the Material Subsidiary has all requisite corporate power and authority and is duly qualified to carry on its business as now conducted and to own its assets. The Corporation has the requisite corporate power and authority to perform its obligations under this Agreement and the Prospectus, and has good and sufficient right and authority to enter into this Agreement;
