Organization and Good Standing; Organizational Documents. (a) Each of the Company and its Subsidiaries (i) is a corporation or other legal entity, duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of its jurisdiction of incorporation, except where any failure to be so organized, existing or in good standing would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, (ii) has full corporate or similar power and authority to own, lease and operate its properties and assets and to conduct its business as presently conducted, except where any failure to have such power or authority would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.
(b) The copies of the Company Memorandum that are incorporated by reference into the Company 10-K are complete and correct copies thereof as in effect on the date hereof. The Company is not in violation of any of the provisions of the Company Memorandum.
Organization and Good Standing; Organizational Documents. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Correct and complete copies of the Company’s articles of incorporation and bylaws, each as amended to date and in effect on the date hereof, have been supplied to the Investor, either directly or as the same have been filed with the Securities and Exchange Commission and available at xxxx://xxx.xxx.xxx/cgi-bin/browse-xxxxx?action=getcompany&CIK=0001419951&owner=exclude&count=40.
Organization and Good Standing; Organizational Documents. (a) STFC is an Ohio domiciled corporation and each of STFC’s Subsidiaries is a corporation or other legal entity, in each case, (i) duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of its jurisdiction of incorporation or organization, except in the case of each Subsidiary of STFC that is not a STFC Insurance Company where any failure to be so organized, existing or in good standing would not, individually or in the aggregate, have a STFC Material Adverse Effect, (ii) with full corporate or similar power and authority to own, lease and operate its properties and assets and to conduct its business as presently conducted, except where any failure to have such power or authority would not, individually or in the aggregate, have a STFC Material Adverse Effect, and (iii) duly qualified or licensed to do business as a foreign corporation or entity and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have a STFC Material Adverse Effect.
(b) The copies of the STFC Articles of Incorporation and STFC Code of Regulations that are incorporated by reference into the STFC 10-K are complete and correct copies thereof as in effect on the date hereof. STFC has made available to LMHC copies of the Organizational Documents of each of its Subsidiaries. Neither STFC nor any of its Subsidiaries is in violation of any of the provisions of their respective Organizational Documents.
Organization and Good Standing; Organizational Documents. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Oklahoma. Each of the Company's Subsidiaries (the "Company Subsidiaries") is a corporation or other business -------------------- entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. Each of the Company and the Company Subsidiaries is qualified or licensed to do business as a foreign corporation or other business entity, as applicable, and is in good standing, in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or licensed will not, individually or in the aggregate, have a Company Material Adverse Effect. As used in this Agreement, the term "Company Material Adverse ------------------------ Effect" means any change, effect, circumstance or event that is or is reasonably ------ likely to (i) be materially adverse to the business, results of operations, assets or liabilities, financial condition or prospects of the Company and the Company Subsidiaries taken as a whole or (ii) materially adversely affect the ability of the Company to perform its obligations under this Agreement or timely consummate the transactions contemplated by this Agreement, other than any such change, effect, circumstance or event resulting from any changes in general economic, regulatory or political conditions. The Company and the Company Subsidiaries have all requisite corporate or similar organizational power and all governmental licenses, authorizations, consents and approvals required to carry on their respective businesses as they are now being conducted and necessary to own, operate and lease their properties and assets, except those licenses, authorizations, consents and approvals, the failure of which to possess will not, individually or in the aggregate, have a Company Material Adverse Effect. As used in this Agreement, a "Subsidiary" means, with respect to ---------- any corporation or other entity, any other corporation or other entity in which the first entity owns, directly or indirectly, more than fifty percent of the securities or other ownership interest having by their terms ordinary voting power to elect at least a majority of the board of directors or other Persons performing similar functions.
(b) The Company has furnished or o...
Organization and Good Standing; Organizational Documents. (a) Each of LMHC and its Subsidiaries, including Merger Subs, (i) is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of its jurisdiction of incorporation or organization, except where any failure to be so organized, existing or in good standing would not, individually or in the aggregate, have a LMHC Material Adverse Effect, (ii) has full corporate or similar power and authority to own, lease and operate its properties and assets and to conduct its business as presently conducted, except where any failure to have such power or authority would not, individually or in the aggregate, have a LMHC Material Adverse Effect, and (iii) is duly qualified or licensed to do business as a foreign corporation or entity and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have a LMHC Material Adverse Effect.
(b) LMHC has made available to SAM and STFC copies of its Organizational Documents. LMHC is not in violation of any of the provisions of its Organizational Documents.
Organization and Good Standing; Organizational Documents. (a) Parent, each of the other Sellers and each Business Company (i) is (or, upon its creation, will be) duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of its jurisdiction of incorporation or organization, (ii) has (or, upon its formation, will have) full corporate or similar power and authority to own, lease and operate its properties and assets relating to the Business and to conduct the Business as presently conducted, except where any failure to have such power or authority would not, individually or in the aggregate, reasonably be expected to be material to Parent, such Seller or such Business Company or to prevent, materially delay or materially impair the ability of Parent, each other Seller or each Business Company to perform their respective obligations under this Agreement or any other Transaction Documents or to consummate the Transactions, and (iii) is (or, upon its formation, will be) duly qualified or licensed to do business as a foreign company and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased or operated by it relating to the Business or the nature of the Business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect.
(i) True and complete copies of the organizational or similar documents of each Business Company, as in effect on the date of this Agreement (or, in the case of any Business Company not yet formed, as in effect at such Business Company’s formation), have been (or, reasonably promptly upon formation, will be) made available to Buyer and (ii) each such organizational or similar document is (or, upon such Business Company’s formation, will be) in full force and effect and no Business Company is (or, upon such Business Company’s formation, will be) in violation of any provisions thereof, except for any failure to be in full force and effect or any violations of the provisions thereof, in each case, has not had, and would not, individually or in the aggregate, reasonably be expected to be material to such Business Company or to prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or of each of Parent, each other Seller and ea...
Organization and Good Standing; Organizational Documents. The Sellers are each corporations duly organized, validly existing and in good standing under the laws of Delaware. Each of the Sellers has all requisite power and authority to own its properties and carry on its business as currently conducted in all material respects. Each Seller is duly qualified to transact business and is in good standing under the law of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification, except where the failure to be so registered, licensed or qualified would not be reasonably expected to result in a Material Adverse Effect. No Seller is in violation of any term or provision of its Organizational Documents.
Organization and Good Standing; Organizational Documents. (a) Each of the Company and its Subsidiaries (i) is a corporation or other legal entity, duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation, except where any failure to be in good standing would not be material to the Company and its Subsidiaries, taken as a whole, (ii) has full corporate or similar power, as applicable, and authority to own, lease and operate its properties and assets and to conduct its business as presently conducted, except where any failure to be in good standing would not be material to the Company and its Subsidiaries, taken as a whole, and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.
(b) The copies of the Company Certificate of Incorporation and Company Bylaws that are incorporated by reference into the Company 10-K are complete and correct copies thereof as in effect on the date hereof. The Company is not in violation of any of the provisions of the Company Certificate of Incorporation or the Company Bylaws.
Organization and Good Standing; Organizational Documents. GWG is duly formed, validly existing and in good standing under the laws of Delaware, and is duly authorized to conduct business in each jurisdiction where the character of its property or the nature of its activities makes such qualification necessary, except where failure to do so could not reasonably be expected to cause a material adverse effect.
Organization and Good Standing; Organizational Documents. (a) Each Seller and each Business Company (i) is (or, in the case of any Business Company not yet formed, following its formation will be) duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Applicable Business Organization Law, (ii) has (or, in the case of any Business Company not yet formed, following its formation will have) full corporate or similar power and authority to own, lease or license, and to operate, its properties and assets relating to the Business and to operate the Business as it is currently operated and (iii) is (or, in the case of any Business Company not yet formed, following its formation will be) duly qualified or licensed to do business as a foreign company and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased or operated by it relating to the Business or the nature of the Business makes such qualification or licensing necessary, in the case of each of clauses (i), (ii) and (iii), in all material respects.
(b) True, correct and complete copies of the organizational or similar documents of each Business Company, as in effect on the date of this Agreement (or, in the case of any Business Company not yet formed, as in effect at such Business Company’s formation), have been made available (or, in the case of any Business Company not yet formed, following its formation will be furnished) to Buyer. Each such organizational or similar document is (or, in the case of any Business Company not yet formed, following its formation will be) in full force and effect in all material respects, and no Business Company is (or, in the case of any Business Company not yet formed, following its formation will be) in material violation of any provisions thereof.
