Organization and Qualifications of Seller. The Seller is a corporation duly formed, validly existing and in good standing under the laws of the state of Nevada with all requisite power and authority to own, sell and transfer tSRT Assets and to carry on its business as currently conducted.
Organization and Qualifications of Seller. The Seller is a ----------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of Illinois with full corporate power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be conducted. The copies of Seller's Articles of Incorporation, as amended to date, certified by the Secretary of State of the State of Illinois, and of Seller's by-laws, as amended to date, certified by the Secretary of Seller, and heretofore delivered to Buyer's counsel, are complete and correct, and no amendments thereto are pending or contemplated. The Seller is not in violation of any term of its Articles of Incorporation or by-laws. The Seller is duly qualified to do business as a foreign corporation in each of the states listed in Schedule 2.2, and the Seller is not required to be licensed or ------------ qualified to conduct its business or own its property in any other jurisdiction.
Organization and Qualifications of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full corporate power and authority to own, operate or lease its Assets and to carry on its business as currently conducted. Seller is duly qualified to conduct business as a foreign corporation and is in good standing in the states, countries and territories listed in Section 2.1 and in each jurisdiction where the nature of its business or the ownership, operation or leasing of its Assets makes such qualification necessary. Seller has no subsidiaries, other than inactive subsidiaries which have not conducted any business.
Organization and Qualifications of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of [STATE] with full corporate power and authority to own or lease its properties, and to conduct its business in the manner and in the places where such properties are owned or leased, or such business is currently conducted or proposed to be conducted. The copies of Seller’s [Articles of Organization], as amended to date, certified by the Secretary of State, and of Seller’s bylaws, as amended to date, certified by Seller’s Clerk or Secretary, and heretofore delivered to Buyer’s counsel, are complete and correct, and no amendments thereto are pending. Seller is not in violation of any term of its [Articles of Organization] or bylaws. Seller is duly qualified to do business as a foreign corporation in [LIST STATES], and it is not required to be licensed or qualified to conduct its business or own its property in any other jurisdiction. 8Small stockholders of the seller not involved in its management may insist that their participation in the agreement be limited to their warranties with respect to their shares and an agreement to vote for the transaction. If several stockholders of the seller are jointly and severally liable for warranties, they may need to enter into an indemnity or contribution agreement, or they may ask the buyer to agree to apportion the liability among them on some basis, which is in effect joint liability. The latter is not desirable from the buyer’s viewpoint, and may not be feasible unless all of the stockholders have consented to jurisdiction and service of process in a convenient court. See Section 10.11. 9The seller may insist on defining what is meant by a “knowledge” qualifier in the agreement in order to avoid possible attribution of the knowledge of any of its employees or agents regarding matters covered by indemnification. It is probably best from the buyer’s viewpoint not to include such a definition. However, if such a definition is to be included, the following language may be appropriate: For the purposes of this Agreement, the knowledge of each Stockholder shall be attributed to the other Stockholders and to Seller, and the knowledge of the officers and directors of Seller and of its supervisory employees with reason to know about the matter in question shall be attributed to Seller, but the knowledge of its other employees or agents which has not been communicated to such an officer, director or supervisory employee of Seller...
Organization and Qualifications of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland with full power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it The copies of the charter documents and by-laws of Seller, each as amended to date, and previously delivered to Buyer’s counsel, are complete and correct, and no amendments thereto are pending. Seller is qualified to do business as a foreign entity in each jurisdiction in which such qualification is necessary, except where the failure to be so qualified could not reasonably be expected to have a material adverse effect on the assets, liabilities, business, condition (financial or otherwise), results of operations or prospects of Seller (a “Material Adverse Effect”). Seller has no direct or indirect subsidiaries or any investment in any other corporation, limited liability company, joint venture or other business entity.
Organization and Qualifications of Seller. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of England and Wales with full corporate power and authority to own or lease its properties and to conduct its Business in the manner and in the places where such properties are owned or leased or such Business is currently conducted or proposed to be conducted. Seller has no subsidiaries.
Organization and Qualifications of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois with full corporate power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be conducted. The copies of Seller's charter as amended to date, certified by the Illinois Secretary of State, and of Seller's by-laws, as amended to date, certified by Seller's Secretary, and heretofore delivered to Buyer's counsel, are complete and correct, and no amendments thereto are pending. Seller is qualified to do business as a foreign corporation in each jurisdiction set forth on SCHEDULE 2.2 attached hereto and is not required to be licensed or qualified to conduct its business or own its property in any other jurisdiction.
Organization and Qualifications of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California with full power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it. The copies of the charter documents and by-laws of Seller, each as amended to date, and previously delivered to Buyer’s counsel, are complete and correct, and no amendments thereto are pending. Seller is qualified to do business as a foreign entity in each jurisdiction in which such qualification is necessary, except where the failure to be so qualified could not reasonably be expected to have a material adverse effect on the assets, liabilities, business, condition (financial or otherwise), results of operations or prospects of Seller.
Organization and Qualifications of Seller. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California with corporate power and authority to conduct the Business in the manner and in the places where the Business is currently conducted or currently proposed to be conducted. The copies of Seller’s Articles of Organization, as amended to date, certified by the Secretary of State of the State of California (the “Seller Charter”), and of Seller’s other organizational documents, as amended to date (together with the Seller Charter, the “Seller Organizational Documents”), are complete and correct, and no amendments, restatements, supplements or modifications thereto are pending. Seller is not in violation of any term of the Seller Organizational Documents. Seller is duly qualified or authorized to do business as a California limited liability company and is in good standing under the laws of California and each jurisdiction in which the conduct of the Business requires such qualification or authorization.
Organization and Qualifications of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California with full power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it. The copies of the charter documents and by-laws of Seller, each as amended to date, and previously delivered to Buyer's counsel, are complete and correct, and no amendments thereto are pending. Seller is qualified to do business as a foreign entity in each jurisdiction in which such qualification is necessary, except where the failure to be so qualified could not reasonably be expected to have a material adverse effect on the assets, liabilities, business, condition (financial or otherwise), results of operations or prospects of the Business or the Subject Assets (a "MATERIAL ADVERSE EFFECT"). Except for TLP, Seller has no direct or indirect Subsidiary engaged in or relating to the Business or any investment in any other corporation or partnership, limited liability company, joint venture, business trust or other entity that is engaged in or relates to the Business. TLP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Arizona with full power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted. The copies of TLP's partnership agreement and other organizational documents and the TLP Put/Option, each as amended to date and previously delivered to Buyer's counsel, including the First Amendment dated November 1, 2004, are complete and correct, valid and binding and in full force and effect upon the parties thereto, and no amendments thereto are pending. TLP is duly qualified to do business as a foreign entity in each jurisdiction in which such qualification is necessary, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect. Seller owns beneficially and of record, free and clear of any Lien, a 67% general partner interest in TLP, and such partner interest has been duly and validly issued and is outstanding, fully paid and non-assessable. SCHEDULE 2.1 attached hereto sets forth a list of all holders of the partnership interests in TLP. Each holder owns of record and beneficially the partnership interest descri...
