Organization and Good Standing; Qualification. The Seller has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with the power and authority to own or lease its properties and to conduct its activities as such properties are currently owned or leased and such activities are currently conducted.
Organization and Good Standing; Qualification. The Administrator has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with the power and authority to own or lease its properties and to conduct its activities as such properties are currently owned or leased and such activities are currently conducted.
Organization and Good Standing; Qualification. The Purchaser has been duly organized and is validly existing as a statutory trust duly formed, validly existing and in good standing under the laws of the State of Delaware, with the power and authority to own or lease its properties and to conduct its activities as such properties are currently owned or leased and such activities are currently conducted.
Organization and Good Standing; Qualification. APP is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware, with all requisite corporate power and authority to own, operate and lease its assets and properties and to carry on its business as currently conducted. APP is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where such failure to be so qualified or in good standing would not have a Material Adverse Effect on APP. Copies of the certificate of incorporation and all amendments thereto of APP and the bylaws of APP, as amended, and copies of the corporate minutes of APP regarding the Merger and the transactions contemplated hereby, all of which have been or will be made available to the Company for review, are true, correct and complete as in effect on the date of this Agreement and accurately reflect all material proceedings of the stockholders and directors of APP (and all committees thereof) regarding the Merger and the transactions contemplated hereby. The stock record books of APP, which have been or will be made available to the Company for review, contain true, complete and accurate records of the stock ownership of APP and the transfer of the shares of its capital stock.
Organization and Good Standing; Qualification. NewCo is a professional corporation duly organized, validly existing and in good standing under the laws of its state of organization, with all requisite corporate power and authority to carry on the business in which it intends to engage, to own the properties it intends to own, and to execute and deliver the Service Agreement, the Security Agreement and the Physician Employment Agreements and consummate the transactions and perform the services contemplated thereby. NewCo is duly qualified and licensed to do business and is in good standing in all jurisdictions where the nature of its intended business makes such qualification necessary, which jurisdictions are listed in the Disclosure Schedules, except where the failure to be so qualified shall not have a Material Adverse Effect on NewCo.
Organization and Good Standing; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of its state of organization, with all requisite corporate power and authority to carry on the business in which it is engaged, to own the properties it owns, to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Company is not duly qualified and licensed to do business in any other jurisdiction. The Company does not have any assets, employees or offices in any state other than the state of its organization.
Organization and Good Standing; Qualification. New P.C. is a professional corporation duly organized, validly existing and in good standing under the laws of the State, with all requisite corporate power and authority to carry on the business in which it intends to engage, to own the properties it intends to own, and to execute and deliver the Business Management Agreement and the Physician Employment Agreements and consummate the transactions and perform the services contemplated thereby. New P.C. is duly qualified and licensed to do business and is in good standing in all jurisdictions where the nature of its intended business makes such qualification necessary.
Organization and Good Standing; Qualification. Each of Buyer and APP is a corporation duly organized, validly existing and in good standing under the laws of the state of California and Delaware, respectively, with all requisite corporate power and authority to own, operate and lease its assets and properties and to carry on its business as currently conducted. Each of Buyer and APP is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where such failure to be so qualified or in good standing would not have a Material Adverse Effect on Buyer or APP. Copies of the certificate of incorporation and all amendments thereto of Buyer and APP and the bylaws of Buyer and APP, as amended, and copies of the corporate minutes of Buyer and APP regarding this transaction, all of which have been or will be made available to Seller for review, are true, correct and complete as in effect on the date of this Agreement and accurately reflect all material proceedings of the Stockholders and directors of Buyer and APP (and all committees thereof) regarding this transaction.
Organization and Good Standing; Qualification. 8 Section 3.2
Organization and Good Standing; Qualification. The Company is a professional corporation duly organized, validly existing and in good standing under the laws of the State, with all requisite corporate power and authority to carry on the business in which it is engaged, to own the properties it owns, to execute and deliver this Agreement and to consummate the transactions contemplated hereby, but it is acknowledged and understood by the Parties that upon consummation of Merger, the Company will no longer be qualified as a professional corporation under the Corporation Law. The Company is not duly qualified and licensed to do business in any other jurisdiction. The Company does not have any assets, employees or offices in any state other than the State. Except as set forth on Schedule 3.1, neither the Company, the Physician nor any Professional Employee owns, directly or indirectly, any of the capital stock of any other corporation or any equity, profit sharing, participation or other interest in any corporation, partnership, joint venture or other entity that is engaged in a business that is a Competitor.
