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.
Appears in 11 contracts
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
Organization and Good Standing; Qualification. NewCo is a professional corporation association 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.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
