Organization and Qualification, etc. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Louisiana, has corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each other jurisdiction where, to the reasonable belief of Buyer, such qualification is necessary or appropriate. The copies of the Buyer’s Articles of Incorporation and Bylaws, as amended to date, which have been delivered to the Shareholders are complete and correct, and such instruments, as so amended, are in full force and effect.
Organization and Qualification, etc. OPC is an electric membership corporation duly organized, validly existing and in good standing under the laws of the State of Georgia and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted.
Organization and Qualification, etc. GTC is an electric membership corporation duly organized, validly existing and in good standing under the laws of the State of Georgia. GSOC is a non-profit corporation duly organized, validly existing and in good standing under the laws of the State of Georgia. Each such corporation has the corporate power and authority to own the properties and assets it will own following the Closing Date (or following the GSOC Asset Transfer Date in the case of GSOC) and to carry on its business as it will be conducted following the Closing Date.
Organization and Qualification, etc. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan, and has the corporate power to own, lease or operate all of its properties and assets and to carry on the Business as and where it is now being conducted. Copies of Seller's Articles of Incorporation and By-Laws, previously delivered to Purchaser and certified by the Secretary of Seller, are true, correct and complete copies of such documents and will not be amended prior to the Closing Date without the prior written consent of Purchaser.
Organization and Qualification, etc. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado and has corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Buyer is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified would have a material adverse effect on the business or properties of the Company.
Organization and Qualification, etc. The Company is a corporation (or limited liability company) duly organized, validly existing and in good standing under the laws of the State of Louisiana, has the full right, power and legal authority and all licenses, permits, titles and authorizations necessary to own all of its properties and assets and to carry on its business as it is now being conducted. The copies of the Company's Articles of Incorporation, Articles of Organization, Bylaws and Operating Agreement, as amended to date, which have been delivered to Buyer are complete and correct, and such instruments, as so amended, are in full force and effect. The Company is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified would have a material adverse effect on the Company, which foreign jurisdictions are listed in Schedule 2.2(a).
Organization and Qualification, etc. Security National Life is duly organized, validly existing, and in good standing as a Utah corporation with corporate power and authority under the laws of the State of Utah and under its Articles of Incorporation to enter into this Agreement and perform its obligations hereunder, and to carry on its business as presently conducted.
Organization and Qualification, etc. The Company is a corporation duly organized and validly existing under the laws of the State of Tennessee, has corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing (if applicable) in each jurisdiction where such qualification is required. The copies of the Company Charter and the Company Bylaws, as amended to date, which have been delivered to CBRL, are complete and correct, and such instruments, as so amended, are in full force and effect at the date of this Agreement and at the Effective Time.
Organization and Qualification, etc. Each Seller is a limited liability company duly organized, validly existing and in good standing under the laws of Germany, and has full power and authority (corporate and other) to own its properties and to carry on its business as it is now being conducted.
Organization and Qualification, etc. MARC is a corporation duly organized, validly existing and in good standing under the laws of the State of New York. Copies of MARC's Charter and By-Laws have been delivered to the Company and are complete and correct and in full force and effect. MARC is duly authorized to transact insurance and reinsurance under the laws of the States of New York and Delaware. Copies of MARC's Certificates of Authority in the States of New York and Delaware have been delivered to the Company and are in full force and effect.
