Organization and Good Standing; Capitalization. The Company is a corporation duly organized and existing and in good standing under the laws of its jurisdiction of incorporation. The Company has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which it is doing business, except where failure to be so qualified or in good standing, singly or in the aggregated, has not had and will not have a Material Adverse Effect.
Organization and Good Standing; Capitalization. (a) The Company (and each Subsidiary) is duly organized, validly existing and in good standing under the laws of the state of Nevada and has the corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as it is proposed to be conducted. The Company is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties or assets requires such qualification or authorization.
Organization and Good Standing; Capitalization. (i) The Company has been duly organized and is validly existing as a corporation in active status under the laws of the state of Florida and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and to enter into and perform its obligations under, or as contemplated under, this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect.
Organization and Good Standing; Capitalization. (a) Each of the Borrower and its Subsidiaries is a corporation duly organized and existing and in good standing under the laws of its jurisdiction of incorporation. Each of the Borrower and its Subsidiaries has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which it is doing business, except where failure to be so qualified or in good standing, singly or in the aggregate, would not have a Material Adverse Effect or a material adverse effect on the ability of the Borrower and its Subsidiaries to consummate the Transactions and to execute, deliver and perform its respective obligations under the Senior Loan Documents and each other document or instrument to be delivered in connection with the Transactions executed or to be executed by it.
Organization and Good Standing; Capitalization. (a) The Company is duly organized and validly existing under the laws of the British Virgin Islands and has the corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as it is proposed to be conducted, except where the lack thereof would not have a Material Adverse Effect (as defined in Section 9.1
Organization and Good Standing; Capitalization. (a) The Company is duly organized and validly existing under the laws of the British Virgin Islands and has the corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as it is proposed to be conducted, except where the lack thereof would not have a Material Adverse Effect (as defined in Section 9). The Company is duly qualified or authorized to do business as a foreign corporation under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties or assets requires such qualification or authorization except where the lack thereof would not have a Material Adverse Effect.
Organization and Good Standing; Capitalization. (a) Seller and the Selling Subsidiary are duly organized, validly existing and in good standing (where such concept is recognized in the relevant jurisdiction) under the Laws of its jurisdiction of incorporation or formation. Except as would not have a material adverse effect on the ability of Seller and the Selling Subsidiary to perform their obligations under this Agreement or the other Transaction Documents or a material adverse effect on the ability of Seller and the Selling Subsidiary to consummate the transactions contemplated by the Transaction Documents, Seller and the Selling Subsidiary have all requisite power and authority to own or lease and operate its respective properties and to carry on its businesses as now being operated and conducted. The Transferred Company and each Subsidiary of the Transferred Company is a legal entity duly organized, validly existing and in good standing (where such concept is recognized in the relevant jurisdiction) under the Laws of its jurisdiction of incorporation or formation, and has all requisite power and authority to own or lease and operate its respective properties and to carry on the Business as now being operated and conducted. The Transferred Company and each of its Subsidiaries is duly qualified and licensed to do business in each jurisdiction in which its ownership of property or its conduct of the Business requires it, except for any failures to be so qualified or licensed that would not have a Material Adverse Effect.
Organization and Good Standing; Capitalization. (a) Each of the Company and its Subsidiaries is a corporation duly organized and existing and, where applicable, in good standing under the laws of its jurisdiction of incorporation. Each of the Company and its Subsidiaries has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which it is doing business, except where failure to be so qualified or in good standing, singly or in the aggregate, has not had and will not have a Material Adverse Effect.
Organization and Good Standing; Capitalization. (a) Each of the Parent and its Subsidiaries is a corporation duly organized and existing and in good standing (or a local equivalent thereof, if any) under the laws of its jurisdiction of incorporation and is not in violation of the terms of its Governing Documents. Each of the Parent and its Subsidiaries has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and is duly qualified as a foreign corporation and in good standing (or a local equivalent thereof, if any) in all jurisdictions in which it is doing business, except where failure to be so qualified or in good standing, singly or in the aggregate, has not had and will not have a Material Adverse Effect.
Organization and Good Standing; Capitalization. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to conduct its business as it is now being conducted. As of the Effective Time, the Company’s authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share. Immediately prior to the Effective Time. The Company has issued no capital stock.
