Organization and Authority of the Companies. Each Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Nevada. Each Company has all power and authority to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable Law, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect on Ensign or CareTrust. Ensign has provided to CareTrust correct and complete copies of the LLC Agreement and the articles of organization or equivalent organizational document of each Company, in each case, with all amendments as in effect on the date hereof. None of the Companies has adopted a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization.
Organization and Authority of the Companies. Each Company is duly organized, validly existing and in good standing (to the extent such concept is recognized by the applicable jurisdiction) under the laws of the jurisdiction of its organization and has all necessary power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each Company is duly licensed or qualified to do business and is in good standing (to the extent such concept is recognized by the applicable jurisdiction) in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not materially and adversely affect the ability of such Company to carry out its obligations under this Agreement and the Ancillary Agreements or prevent such Company from consummating the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements by each Company, the performance by each Company of its obligations hereunder and thereunder and the consummation by each Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of each Company and its equity holders. This Agreement has been, and upon their execution the Ancillary Agreements to which a Company is a party shall have been, duly executed and delivered by each Company, and (assuming due authorization, execution and delivery by the Sellers) this Agreement constitutes, and upon their execution the Ancillary Agreements to which a Company is a party shall constitute, the legal, valid and binding obligations of the Companies, enforceable against the Companies in accordance with their respective terms.
Organization and Authority of the Companies. Each of the Companies is a corporation duly incorporated, validly existing and in good standing under the laws of its state of incorporation. Each of the Companies has full corporate power to carry on its business as it is now being conducted and to own, operate and hold under lease its assets and properties as, and in the places where, such assets and properties now are owned, operated or held. Each of the Companies is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the failure to be so qualified would have a Material Adverse Effect, all of such jurisdictions being set forth on Exhibit 3.5 attached hereto.
Organization and Authority of the Companies. Each of the Companies is a limited liability company duly organized, validly existing and in good standing under the Laws of the state of California. Each of the Companies has full corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Companies of this Agreement to which they are a party and the consummation by the Companies of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Companies and, when Members holding not less than the minimum number of votes that would be necessary to authorize the Merger at a meeting at which each Member entitled to vote on the action is present and votes, execute and deliver the Written Consents, no other corporate proceedings on the part of the Companies will be necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Companies, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Companies enforceable against the Companies in accordance with its terms.
Organization and Authority of the Companies. Each Company is a corporation duly organized and validly existing under the laws of the State of Michigan. Each Company is duly qualified as a foreign corporation in all jurisdictions in which the conduct of its business or the ownership of its properties requires such qualification and Schedule 4.1 lists all the states where such Company is so qualified. Each Company has all necessary corporate power and authority to own, lease and operate its properties and conduct its business as it is currently being conducted. None of the Companies owns, directly or indirectly, any equity interest in any corporation, partnership, joint venture, or other entity nor does it have any subsidiaries, which for purposes of this Agreement means any corporation or other legal entity of which any Company (either alone or through or together with any other affiliate of such Company) owns, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.
Organization and Authority of the Companies. Each of the Companies is a corporation incorporated, organized and subsisting under the laws of Ontario. Each of the Companies has all requisite corporate power and authority to enable it to own, lease or otherwise hold its properties and assets and to operate its business as presently conducted, except where the failure to have such power and authority does not have a Material Adverse Effect. Each of the Companies is licensed or qualified to do business in the jurisdictions set forth in Section 4.01(b) to the Disclosure Schedule, which is each jurisdiction in which the nature of its business or the ownership, leasing or holding of its properties makes such qualifications necessary, except such jurisdictions where the failure to be so licensed or qualified does not have a Material Adverse Effect. IMC has made available to Buyer true and complete copies of the articles, as amended to date, and the by-laws, as in effect on the date hereof, of each of the Companies. The minutes of the meetings of the shareholders and directors of each of the Companies made available by IMC to Buyer are correct and complete in all material respects.
