Organization and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its assets and Properties (including the Shares) and to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the sale of the Shares.
Organization and Qualification of the Seller. The Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and the Seller is qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 3.1 of the Disclosure Schedule, which such jurisdictions are the only jurisdictions where the nature of the activities conducted by it or the character of the property leased or operated by it make such qualification necessary or appropriate.
Organization and Qualification of the Seller. The Seller is a corporation, duly organized, validly existing and in good standing under the laws of the State of New York. The Seller has all requisite corporate authority to carry on its business as the same is being conducted on the date hereof, to own or otherwise possess all of the assets and properties it owns or otherwise possesses on the date hereof, to execute and deliver this Agreement and to perform its obligations hereunder.
Organization and Qualification of the Seller. The Seller is a corporation, duly organized, validly existing and in good standing under the laws of the state of its incorporation. The Seller is duly licensed as a domestic property and casualty insurance company in the Commonwealth of Pennsylvania and is duly licensed as a foreign property and casualty insurance company in the State of Illinois.
Organization and Qualification of the Seller. Such Seller is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has full corporate power and authority to carry on its business as now conducted.
Organization and Qualification of the Seller. Seller is a limited liability company duly incorporated, validly existing and in good standing under the laws of the State of Kentucky. Seller has full corporate power and authority to carry on its business as now being conducted and as currently proposed to be conducted and to own, lease or otherwise hold the Property and such other properties and assets it now owns, leases or otherwise holds. Seller is duly qualified or licensed to do business and is in good standing as a foreign corporation in the State of Illinois and in the State of Kentucky, and in no other states. Seller has no Subsidiaries. Complete and correct copies of the Charter Documents of Seller and all amendments thereto to date, certified (as applicable) by the Secretary of State of Kentucky have been delivered to Buyer and will not be modified or amended prior to the Closing.
Organization and Qualification of the Seller. The Seller is a national banking association duly incorporated, validly existing and in good standing under the Laws of the United States, and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it with respect to the Evolution Accounts and to carry on the business related thereto as it has been and is currently conducted. The Seller is licensed or qualified to do business and is in good standing in each jurisdiction in which the provision of payroll services with respect to the Evolution Accounts 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.
Organization and Qualification of the Seller. Seller is a limited liability company that is duly organized, validly existing, and in good standing under the laws of the State of California and, upon approval of its Members in accordance with its Operating Agreement, shall have the requisite power and authority to enter into this Agreement.
Organization and Qualification of the Seller. The Seller and Cimco, Inc. are corporations duly organized, validly existing and in good standing under the laws of the State of California and the State of Delaware, respectively, with full power and authority to own or lease its property and assets and to carry on the business of the Division as presently conducted, and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the failure to be so qualified would have a material adverse effect on the business, financial condition, results of operations or prospects (financial and otherwise) of the Division (a "Material Adverse Effect"). SCHEDULE 5.1 lists each jurisdiction in which the Seller is so qualified. The business of the Division is conducted solely through the Seller and the Seller does not, directly or indirectly, own any subsidiaries.
Organization and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of Switzerland.
