Organization and Qualification of Sellers. Each Seller is duly organized, validly existing and in good standing under the Laws of the state of its organization or incorporation and has full corporate or limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its portion of the Business as currently conducted. Section 4.01 of the Disclosure Schedules sets forth each jurisdiction in which Sellers are licensed or qualified to do business, and each Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of its portion of the Business as currently conducted makes such licensing or qualification necessary.
Organization and Qualification of Sellers. Each Seller is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has the requisite power and authority to enter into and perform its obligations under this Agreement and under the Transaction Documents required to be executed and delivered by such Seller pursuant to this Agreement (the “Seller Transaction Documents”).
Organization and Qualification of Sellers. Each Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and, subject to any limitations that may be imposed on such Seller as a result of filing a petition for relief under the Bankruptcy Code, has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Section 4.01 of the Disclosure Schedules sets forth each jurisdiction in which each Seller is licensed or qualified to do business, and each Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary.
Organization and Qualification of Sellers. Schedule 4.1 sets forth for each Seller its name and jurisdiction of organization. Each Seller is duly organized, validly existing and in good standing under the Laws of the state of its organization and has full corporate or limited liability company, as applicable, power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Schedule 4.1 sets forth for each Seller each jurisdiction in which such Seller is licensed or qualified to do business, and each Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business, as currently conducted, makes such licensing or qualification necessary except where the failure to be so qualified or licensed would not have a Material Adverse Effect.
Organization and Qualification of Sellers. (a) Moda Health Plan, Inc. is a corporation duly organized and validly existing under the laws of the State of Oregon and has all requisite power and authority to own, license, use or lease and operate its assets and properties and to carry on its business as it is now conducted.
Organization and Qualification of Sellers. UGC is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. At the Closing, UGC will have duly converted into a limited liability company validly existing and in good standing under the laws of the State of Delaware. UGIV is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. UW is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Schedule 4.01 sets forth each jurisdiction in which each Seller is licensed or qualified to do business, and such Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary.
Organization and Qualification of Sellers. PCT is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and MCT is a limited partnership duly organized, validity existing and in good standing under the laws of the State of Delaware and Pegasus is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Seller has all requisite corporate or partnership power, as the case may be, to own and lease the properties and assets it currently owns and leases and to conduct its activities as such activities are currently conducted. Each Seller is duly qualified or licensed to do business under the laws of the Commonwealth of Puerto Rico to the extent required. The general partner of MCT is MCT Cablevision, Ltd., which is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania.
Organization and Qualification of Sellers. Each Seller is duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its formation.
Organization and Qualification of Sellers. Each Seller is a corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the Laws of the state indicated in the preamble to this Agreement and has full corporate or limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Section 4.01 of the Disclosure Schedules sets forth each jurisdiction in which Sellers are licensed or qualified to do business, and each Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary.
Organization and Qualification of Sellers. Each Seller is an entity duly organized, validly existing and in good standing under the Laws of the State indicated in Section 4.1 of the Disclosure Schedules and has all necessary company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Each Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect.
