Organization and Qualification of the Companies. FSH is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, FSIC is a corporation duly organized, validly existing and in good standing under the Laws of the State of Hawaii, and FSU is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Florida. Each of the Companies 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 its business as it has been and is currently conducted. Section 3.01 of the Disclosure Schedules sets forth each jurisdiction in which each of the Companies is licensed or qualified to do business, and each of the Companies is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary.
Organization and Qualification of the Companies. The REIT has been duly organized and is validly existing as a corporation in good standing under the laws of Delaware with power and authority to own and lease its properties and to conduct its business as currently conducted. The REIT is duly qualified as a corporation 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 or managing 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 (as defined below) of the Companies considered as one enterprise. The REIT's existence has not been suspended or terminated nor have any dissolution, revocation or forfeiture proceedings regarding the REIT been commenced. The OPCO has been duly organized and is validly existing as a corporation in good standing under the laws of Delaware with corporate power and authority to own and lease its properties and to conduct its business as currently conducted. The OPCO is duly qualified as a foreign corporation 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 or managing 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. The OPCO's existence has not been suspended or terminated nor have any dissolution, revocation or forfeiture proceedings regarding the OPCO been commenced. Entities in which the Companies directly or indirectly have at least a 50% ownership interest are herein referred to as the "Subsidiaries," and each individually, as a "Subsidiary."
Organization and Qualification of the Companies. Each of the Companies is duly organized, validly existing and in good standing as a corporation, limited partnership or limited liability company, as the case may be, under the laws of the jurisdiction set forth opposite such Company’s name on Schedule 2.1-1 attached hereto. Each of the Companies (i) has the requisite power and authority required to own and lease its property and to carry on its business as presently conducted and (ii) is duly qualified to transact business, and is in good standing as a foreign corporation, limited partnership or limited liability company, as the case may be, authorized to transact business and to own and lease property in each jurisdiction (set forth opposite such Company’s name on Schedule 2.1-2 attached hereto) in which the nature of the business conducted by it, or the character or location of the properties owned or leased by it, requires such qualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. Except for NDEx Holdings’ ownership of the Excluded Subsidiaries Equity Interests or as set forth on Schedule 2.1-3 attached hereto, no Company owns, directly or indirectly, any stock, partnership interest, limited liability company interest, joint venture interest or other equity interest in any other Person. The Sellers’ Representatives have previously delivered to the Buyer complete and correct copies of the Organizational Documents for each of the Companies.
Organization and Qualification of the Companies. (a) Endeavor is a limited liability company duly formed and validly existing under the laws of the State of Texas. ET is a limited liability company duly formed and validly existing under the laws of the State of Pennsylvania. MXX is a limited liability company duly formed and validly existing under the laws of the State of Texas. SFP is a limited liability company duly formed and validly existing under the laws of the State of Texas. Each Company has the requisite 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 by the Companies. Each Company is duly qualified to do business and is in good standing in all jurisdictions where the nature of the property owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified can be cured without material expense and will not render any Material Contract of the Companies unenforceable. Schedule 4.1(a) sets forth a list of (i) all jurisdictions in which the Companies are authorized to transact business, and (ii) all managers and officers of the Companies.
(b) True and complete copies of the Organizational Documents of each Company and all equity records of each Company have been delivered or otherwise made available to Purchaser. All of the books and records of each Company and Organizational Documents have been maintained in the Ordinary Course of Business and fairly reflect, in all material respects, all transfers of the Membership Interests and material agreements governing the same. The Companies are not in violation, in any material respect, of their Organizational Documents.
Organization and Qualification of the Companies. QSP is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. QSP Canada is a corporation duly organized, validly existing and in good standing under the laws of the Province of Ontario, Canada. Each of the Companies has all necessary corporate power and authority to own, operate or lease the properties and assets owned, operated or leased by it and to carry on the Business as currently conducted. Each of the Companies is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of the Business makes such licensing or qualification necessary or desirable, except to the extent that the failure to be so licensed, qualified or in good standing, individually or in the aggregate, does not currently, and would not reasonably be expected to, materially and adversely affect the ability of the Seller to, directly or indirectly, own the capital stock of the Companies and the Company Subsidiaries or the ability of the Companies or the Company Subsidiaries to conduct the Business (taken as a whole) as currently conducted. True and correct copies of the certificate of incorporation and bylaws of each of the Companies, as modified, supplemented, amended or restated to the date hereof (the “Charter Documents”), have been furnished by the Seller to the Purchasers. Such certificates of incorporation and bylaws are in full force and effect, and no other organizational documents are applicable to or binding upon either of the Companies.
Organization and Qualification of the Companies. The REIT has been duly organized and is validly existing as a corporation in good standing under the laws of Delaware with power and authority to own and lease its properties and to conduct its business as currently conducted. The REIT is duly qualified as a corporation 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 or managing 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 (as defined below) of the Companies considered as one enterprise. The OPCO has been duly organized and is validly existing as a corporation in good standing under the laws of Delaware with corporate power and authority to own and lease its properties and to conduct its business as currently conducted. The OPCO is duly qualified as a foreign corporation 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 or managing 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. Entities in which the Companies directly or indirectly have at least a 50% ownership interest are herein referred to as the "Subsidiaries," and each individually, as a "Subsidiary."
Organization and Qualification of the Companies. CCFL is a private company limited by shares duly formed and validly existing and in good standing under the laws of England and Wales, with the requisite power and authority to own or lease and use its properties and assets and to carry on its business as currently conducted. C&C is a Société par actions simplifiée duly formed, validly existing and in good standing under the laws of France, with the requisite power and authority to own or lease and use its properties and assets and to carry on its business as currently conducted. Neither Company is in violation of any of the provisions of its Organizational Documents. Each Company is duly qualified to conduct business and is in good standing in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and no Proceeding has been instituted, is pending, or, to the Knowledge of Seller, is threatened in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. Seller has furnished or made available to Buyer true, complete and correct copies of the Organizational Documents of each Company.
Organization and Qualification of the Companies. The Companies are duly organized, validly existing and in good standing under the laws of the State of Indiana, and have all requisite power and authority to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted. From April 1, 2008 through the Closing Date, the Companies have been duly qualified to do business and are in good standing in each jurisdiction in which the nature of their businesses or the ownership, lease or operation of their assets made such qualification necessary.
Organization and Qualification of the Companies. (a) IAAC is a limited liability company duly formed under the laws of the State of Florida, is in good standing and has a legal existence, with full power and authority to own, operate or lease its properties and conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it.
(b) Global is a limited liability company duly formed under the laws of the State of Florida, is in good standing and has a legal existence, with full power and authority to own, operate or lease its properties and conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it.
(c) The copies of the Companies' Organizational Documents, as amended to date, which are attached to Schedule 2.1 of the Schedule of Exceptions, are ------------ complete and correct. Each of the Companies is duly qualified to do business and in good standing as a foreign limited liability company in each of the jurisdictions identified on Schedule 2.1 and it is not required to be licensed ------------ or qualified to conduct its business or own its property in any other jurisdiction, except where the failure to be so licensed or qualified would not have a Material Adverse Effect.
Organization and Qualification of the Companies. (a) SFD is a limited liability company duly formed and validly existing under the laws of the State of Louisiana. WCCC is a limited liability company duly formed and validly existing under the laws of the State of Texas. Each Company has the requisite 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 by the Companies. Each Company is duly qualified to do business and are in good standing in all jurisdictions where the nature of the property owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified can be cured without material expense and will not render any Material Contract of the Companies unenforceable. Schedule 4.1(a) sets forth a list of (i) all jurisdictions in which the Companies are authorized to transact business, and (ii) all managers and officers of the Companies.
(b) True and complete copies of the Organizational Documents of each Company and all equity records of each Company have been delivered or otherwise made available to Purchaser. All of the books and records of each Company and Organizational Documents have been maintained in the Ordinary Course of Business and fairly reflect, in all material respects, all transfers of the Membership Interests and material agreements governing the same. The Companies are not in violation, in any material respect, of their Organizational Documents.
