Organization and Qualification; Company Subsidiaries. (a) The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified or licensed as a foreign corporation to do business, and is in good standing, 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 duly qualified or licensed and in good standing, individually or in the aggregate, would not have, or would not be reasonably likely to have, a Material Adverse Effect.
Organization and Qualification; Company Subsidiaries. (a) Each of the Company and each Company Subsidiary is a corporation, exempted company, limited liability company or other legal entity validly existing and in good standing (or equivalent concept to the extent applicable) under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except, in the case of each Company Subsidiary, where the failure to be so validly existing and in good standing would not have a Company Material Adverse Effect. Each of the Company and each Company Subsidiary is duly qualified or licensed as a foreign legal entity to do business, and is in good standing, 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 for such failures to be so qualified or licensed and in good standing that would not have a Company Material Adverse Effect.
Organization and Qualification; Company Subsidiaries. (a) Each of the Company and each subsidiary of the Company (each a “Company Subsidiary”) is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such corporate power or authority would not constitute a Material Adverse Effect. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, 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 for such failures to be so qualified or licensed and in good standing that would not constitute a Material Adverse Effect.
Organization and Qualification; Company Subsidiaries. (a) The Company is a corporation duly organized and validly existing under the Laws of the State of Israel, and no proceedings have been commenced to strike the Company from the Registry of Companies maintained by the Companies Registrar. The Company has the requisite corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified or licensed as a foreign corporation to do business, and is in good standing, 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 in good standing, would not have a Material Adverse Effect.
Organization and Qualification; Company Subsidiaries. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, operate and lease its assets and properties and to conduct the businesses in which it is now engaged. The Company is duly qualified to transact business as a foreign corporation in all jurisdictions wherein it is required to be so qualified, except where the failure to be so qualified would not have a Company Material Adverse Effect. The Company does not have any subsidiaries other than as set forth in Section 2.1 of the disclosure schedule delivered to Purchaser by the Company concurrently with the execution hereof (the "Company Disclosure Schedule"). The Company does not own any capital stock or other proprietary interest, directly or indirectly, in any corporation, association, trust, partnership, joint venture, limited liability company or other Person nor is the Company bound by any agreement to acquire any such capital stock or other proprietary interest.
Organization and Qualification; Company Subsidiaries. The ---------------------------------------------------- Company and each of its subsidiaries (each a "Company Subsidiary" and collectively, the "Company Subsidiaries") is validly existing and in good standing under the laws of the jurisdiction of its organization, and has all requisite corporate or partnership (as applicable) power, authority and legal right to own, operate and lease its assets and properties and to conduct the businesses in which it is now engaged. The Company and each Company Subsidiary is duly qualified and in good standing to transact business as a foreign corporation or limited partnership (as applicable) in all jurisdictions wherein it is required to be so qualified, except where the failure to be so qualified would not have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary conducts business in any jurisdiction outside of the United States. The Company does not have any subsidiaries other than the Company Subsidiaries listed in Section 3.1 of the Company Disclosure Schedule. Except as set forth in Section 3.1 of the Com pany Disclosure Schedule, the Company, directly or indirectly through a wholly owned Company Subsidiary, owns of record and beneficially all of the issued and outstanding shares of capital stock of each Company Subsidiary, free and clear of all Liens. Other than the Company Subsidiaries and other than as set forth in Section 3.1 of the Company Disclosure Schedule, the Company does not own any capital stock or other proprietary interest, directly or indirectly, in any corporation, association, trust, partnership, joint venture, limited liability company or other entity nor is the Company bound by any agreement to acquire any such capital stock or other proprietary interest. Copies of the Certificate of Incorporation and By-Laws of the Company and each Company Subsidiary which is a corporation and copies of the Certificate of Limited Partnership and Agreement of Limited Partnership of each Company Subsidiary which is a limited partnership have been heretofore made available to Parent and Sub, which copies are complete and correct and include all amendments, modifications or supplements thereto.
Organization and Qualification; Company Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has the requisite corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified or licensed as a foreign corporation to do business, and is in good standing, 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 duly qualified or licensed and in good standing, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect.
Organization and Qualification; Company Subsidiaries. Seller, the Company and each Company Subsidiary is duly incorporated, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business in all material respects as now being conducted. The Company and each Company Subsidiary is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the ownership, lease or operation of its properties makes such qualification necessary, except where the failure to be so duly licensed or qualified has not had, and would not reasonably be expected to have, a Material Adverse Effect. Section 4.1 of the Disclosure Letter sets forth a list of each Company Subsidiary. Other than capital stock or other equity interests of the Company Subsidiaries, neither the Company nor any Company Subsidiary owns, directly or indirectly, any capital stock or other equity interests in or of any Person.
Organization and Qualification; Company Subsidiaries. (a) The Company is a corporation duly organized and validly existing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted, except where such failure, individually or in the aggregate, has not had, and would not be reasonably expected to have, a Material Adverse Effect. The Company is duly qualified and/or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary, except where the failure to be so duly qualified, licensed or in good standing, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect.
Organization and Qualification; Company Subsidiaries. (a) The Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Nevada and Parent is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware. Each of the Company and Parent has the requisite corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessary, except where the failure to be so qualified has not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
