Organization and Qualification of Subsidiaries. Each of the Subsidiaries has been duly organized and is validly existing as a corporation, limited partnership, or limited liability company, as the case may be, in good standing under the laws of its respective jurisdiction of organization, with full power and authority to own, lease and operate its properties and to conduct the business in which it currently is engaged. Each of the Subsidiaries is duly qualified as a foreign corporation, limited partnership, or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, assets, business affairs or business prospects of the Companies and the Subsidiaries considered as one enterprise. All of the issued and outstanding shares of capital stock of each of the corporate Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. The ownership by the Companies or the Subsidiaries of the shares of capital stock or limited partnership or equity interests, as the case may be, of each of the Subsidiaries is as described in the Companies' SEC Filings.
Organization and Qualification of Subsidiaries. Each of the Subsidiaries of the Corporation is a corporation duly formed and organized and validly existing under the Laws of its jurisdiction of formation and has the requisite power and authority to own its properties and conduct its business as now owned and conducted. Each of the Subsidiaries of the Corporation is duly registered to do business and is in good standing in each jurisdiction in which the character of its properties, owned or leased, or the nature of its activities make such registration necessary.
Organization and Qualification of Subsidiaries. Each subsidiary of the Company that is a “significant subsidiary”, as defined in Rule 405 of the regulations under the Securities Act, (each a “Subsidiary”) has been duly incorporated and is validly existing as an insurance company (other than The Continental Corporation, which is validly existing as a New York business corporation) and is authorized to transact its business under the insurance code of its domiciliary state with full corporate power and authority to conduct its business as currently conducted and to own and use the properties owned by it, and is duly licensed to do businesses as a foreign insurer and is authorized to transact its business under the laws of each jurisdiction which requires such licensure where the character of its Property or the nature of its activities makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect.
Organization and Qualification of Subsidiaries. Section 4.2 of the Disclosure Letter sets forth a complete list indicating, as of the date of this Agreement, each direct and indirect Subsidiary of the Company, and with respect to each such Subsidiary of the Company: the type of entity of such Subsidiary, and the jurisdictions of organization and foreign qualification of such Subsidiary. Except for the Subsidiaries listed on Section 4.2 of the Disclosure Letter, the Company does not have any direct or indirect equity investment or other investment in any Person. Each Subsidiary of the Company is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of its jurisdiction of incorporation or formation. Each Subsidiary of the Company has all requisite power and authority to own, lease and operate its properties and to carry on its business. Each Subsidiary of the Company is duly qualified or licensed to do business and is in good standing (to the extent applicable) as a foreign organization in each jurisdiction in which the conduct of its business or the ownership, leasing, holding or use of its properties makes such qualification necessary, except such other jurisdictions where the failure to be so qualified or licensed or in good standing would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Buyer a true, correct and complete copy of each of its Subsidiaries’ Constitutional Documents, each as amended to date, and minute books. None of the Company’s Subsidiaries is in violation of its Constitutional Documents in any material respect.
Organization and Qualification of Subsidiaries. The Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its place of incorporation with full corporate power and authority to own and lease its properties and/or rights and to conduct its business in the manner and in the places where such properties are owned or leased and where such rights are owned or such business is currently conducted.
Organization and Qualification of Subsidiaries. Each of Peninsula’s subsidiaries is a corporation duly organized and validly existing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to own or lease its property and assets and to carry on its business as it is now being conducted. Each subsidiary is duly registered to do business and is in good standing in each jurisdiction in which the character of its properties, owned or leased, or the nature of its activities make such registration necessary, except where the failure to be so registered or in good standing would not have a Material Adverse Effect on Peninsula and its subsidiaries, taken as a whole.
Organization and Qualification of Subsidiaries. Each of Zodiac’s subsidiaries is a corporation duly organized and validly existing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to own or lease its property and assets and to carry on its business as it is now being conducted. Each subsidiary is duly registered to do business and is in good standing in each jurisdiction in which the character of its properties, owned or leased, or the nature of its activities make such registration necessary, except where the failure to be so registered or in good standing would not have a Material Adverse Effect on Zodiac and its subsidiaries, taken as a whole.
Organization and Qualification of Subsidiaries. Except for Sport Supply Group, Inc. ("SSG"), Emerson Radio (Hong Kong) Limited, and Emerson Radio International Ltd. (xxxx, a "Subsidiary," and collectivexx, xxx "Subsidiaries"), the Company has no subsidiary that is a "significant subsidiary," as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Act. Each Subsidiary has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own its properties and conduct its business as described in the Prospectus; and each such Subsidiary is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification except where the failure to be so qualified would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Organization and Qualification of Subsidiaries. The Company shall use its reasonable best efforts to provide the Purchaser, as soon as reasonably practicable following the date hereof, the records identified on Schedule 3.1(a). In addition, to the extent any Subsidiary is not duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and, with respect to each Subsidiary that owns a Hotel Property or material asset, qualified to do business in the state where such Hotel Property or other material asset is located, the Company shall, at the Funds' sole cost and expense, take all action necessary to make such Subsidiary duly organized, validly existing and in good standing or qualified to do business, as applicable, in such jurisdiction prior to the Closing.
Organization and Qualification of Subsidiaries. Each of the subsidiaries of Addax is a corporation duly formed and organized and validly existing under the Laws of its jurisdiction of formation and has the requisite power and authority to own its properties and conduct its business as now owned and conducted. Each of the subsidiaries of Addax is duly registered to do business and is in good standing in each jurisdiction in which the character of its properties, owned or leased, or the nature of its activities make such registration necessary, except where the failure to be so registered or in good standing would not have a Material Adverse Effect.
