Organization and Good Standing; No Violation. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full power and authority to own, operate and lease its properties and to carry on its business as now conducted.
Organization and Good Standing; No Violation. (a) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of West Virginia, and has full power and authority to own, operate and lease its properties and to carry on its business as now conducted.
Organization and Good Standing; No Violation. (a) Except with respect to the Subsidiaries which are partnerships, each of Seller and the Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada with respect to Seller and in the state of its incorporation (which is indicated in Schedule A-1) with respect to each Subsidiary. Each Subsidiary which is a partnership is duly organized and validly existing under the laws of the state of its organization (which is indicated in Schedule A-1). Each of Seller and the Subsidiaries has full power and authority to own, operate and lease its properties and to carry on its businesses as now conducted.
Organization and Good Standing; No Violation. (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. Both corporations have full power and authority to own, operate and lease their respective properties and to carry on their business as now conducted.
Organization and Good Standing; No Violation. (a) Except with respect to any Seller which is a partnership or a limited liability company, each Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation. Each Seller which is a partnership or a limited liability company is duly organized and validly existing under the laws of the state of its organization. Each Seller has full power and authority to own, operate and lease its properties and to carry on its businesses as now conducted.
Organization and Good Standing; No Violation. (a) Each Seller is duly organized and validly existing in good standing under the laws of the state of its formation. Subject to entry of the Sale Order, each Seller has the requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to conduct its business as now being conducted.
Organization and Good Standing; No Violation. (a) Each of the Sellers is a nonprofit corporation duly organized, validly existing and in good standing under the laws of Illinois. Each of the Sellers has full power and authority to own, operate and lease its properties and to carry on its businesses as now conducted.
Organization and Good Standing; No Violation. (a) Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Texas. Seller has full power and authority to own, operate and lease its properties and to carry on its businesses as now conducted.
Organization and Good Standing; No Violation. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Seller has full power and authority to own, operate and lease its properties and to carry on its businesses as now conducted.
Organization and Good Standing; No Violation. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia. Seller has the requisite power and authority to own, operate and lease its properties and to carry on its businesses as now conducted. Seller is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which its business, as now being conducted, requires it to be so qualified, except, in each case, where the failure to be so qualified would not have a Seller Material Adverse Effect.
