Organization and Authority; Subsidiaries. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware, with full power and authority to enter into and perform this Agreement and the other agreements contemplated hereby to which it is a party. The Company is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of all other jurisdictions 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 jurisdictions where failure to become licensed or to so qualify could not reasonably be expected to have a material adverse effect on the business and operations of the Company taken as a whole. The Company has all requisite corporate power and authority to own its properties, to carry on its business as now conducted, and to enter into and perform its obligations under this Agreement.
Organization and Authority; Subsidiaries. Debtor is a corporation validly existing and in good standing under the laws of the State of Delaware, with full power and authority to enter into and perform this Agreement, each Note and the other agreements contemplated hereby to which it is a party. Debtor is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of all other jurisdictions 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 jurisdictions where failure to become licensed or to so qualify could not reasonably be expected to have a Material Adverse Effect. Debtor has all requisite corporate power and authority to own its properties, to carry on its business as now conducted, and to enter into and perform its obligations under this Agreement.
Organization and Authority; Subsidiaries. The Borrower is a ---------------------------------------- validly existing corporation in good standing under the laws of its state of organization, and has all requisite power and authority, corporate or otherwise, and possesses all licenses necessary, to conduct its business and own its properties. The execution, delivery and performance of this Agreement and the other Loan Documents (i) are within the Borrower's power; (ii) have been duly authorized by proper corporate action; (iii) do not require the approval of any governmental agency; and (iv) will not violate any law, agreement or restriction by which the Borrower is bound. This Agreement and the other Loan Documents are the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms. Each of the Borrower's Subsidiaries is validly existing in good standing under the laws of its jurisdiction of organization, and each Subsidiary has all requisite power and authority, corporate or otherwise, and possesses all licenses necessary, to conduct its business and own its properties.
Organization and Authority; Subsidiaries. The Borrower is a duly organized and validly existing corporation in good standing under the laws of the jurisdiction of its organization (Delaware), with all requisite power and authority, corporate or otherwise, to execute, deliver and perform the Loan Documents and to carry on the business now conducted or presently proposed to be conducted by the Borrower. The Borrower is duly and legally qualified to do business as a foreign corporation and is in good standing in each state or jurisdiction where such qualification is required, and is duly empowered, authorized, qualified and licensed under all applicable Requirements of Law to own its properties and to carry on its business in the places and in the manner now conducted or presently proposed to be conducted except where failure to so qualify would not have a material adverse effect on the Borrower. During the preceding five years, the Borrower has not conducted business, been known by or used any corporate or fictitious name. The Borrower has taken all corporate action required to make all the provisions of the Loan Documents the valid and enforceable obligations they purport to be. The Borrower has no Subsidiaries except for Advantage Bank and Camco Title Company.
Organization and Authority; Subsidiaries. (a) Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification necessary, other than where the failure to be so duly qualified and in good standing would not have a Company Material Adverse Effect. (The term "Company Material Adverse Effect" as used in this Agreement shall mean any change or effect that, individually or when taken together with all other such changes or effects, would be materially adverse to the financial condition, results of operations or current or future business of the Company and its subsidiaries, taken as a whole.) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All necessary action, corporate or otherwise, required to have been taken by or on behalf of it by applicable law, its charter document or otherwise to authorize (i) the approval, execution and delivery on its behalf of this Agreement and (ii) its performance of its obligations under this Agreement and the consummation of the transactions contemplated hereby has been taken, except that the transactions must be approved by the stockholders of the Company. This Agreement constitutes the Company's valid and binding agreement, enforceable against it in accordance with its terms, except (A) as the same may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors' rights, including without limitation, the effect of statutory or other laws regarding fraudulent conveyances and preferential transfers, and (B) for the limitations imposed by general principles of equity.
Organization and Authority; Subsidiaries. The Company is a corporation duly organized and validly existing under the laws of Israel. The Company has all requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as heretofore conducted and as proposed to be conducted. The Company has all requisite power and authority to execute and deliver this Agreement, the other Transaction Documents and the other instruments contemplated hereby, or which are ancillary hereto and to consummate the transactions and perform its obligations contemplated hereby and thereby. The Company has not taken any action or failed to take any action, which action or failure would preclude or prevent the Company from conducting its business after the Closing in the manner heretofore conducted or as proposed to be conducted. The Second Amended and Restated Articles of Association of the Company as in effect immediately prior to the Closing (the “Previous AOA”) is attached hereto as Schedule 4.1. The Amended AOA have been duly and validly adopted, are in full force and effect and have not been amended or repealed. The Company has no direct or indirect subsidiaries or affiliated entities or any interest in any partnership, joint venture or other non-corporate business enterprise.
Organization and Authority; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has all corporate power and authority necessary to carry on its business as now conducted, has duly qualified or has been duly licensed, and is authorized to do business as a foreign corporation, in each jurisdiction where the failure to be so qualified or licensed and authorized, in the aggregate for all such failures, could reasonably be expected to have a material adverse effect on the business, prospects, profits, Properties or condition (financial or otherwise) of the Company, and has full right and authority to enter into this Agreement, and to perform each and all of the matters and things provided for in this Agreement, the Amended Note Agreement and the Amended Notes (defined below).