Organization and Standing; Books and Records. (i) Each of the Sold Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of its jurisdiction of organization, which jurisdiction is set forth in Schedule 4(d). Each of the Sold Subsidiaries has all requisite corporate or other power and authority and possesses all governmental xxxx chises, approvals, licenses, permits and authorizations necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted, other than such franchises, approvals, licenses, permits and authorizations the lack of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each of the Sold Subsidiaries is duly qualified and in good standing (with respect to jurisdictions which recognize the concept) to do business as a foreign corporation or other legal entity in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Prior to the execution of this Agreement, Westinghouse has made available to Buyer true and complete copies of the certificate of incorporation and by-laws (or comparable organizational documents), each as amended to date, and the minute books (or comparable records) of each Sold Subsidiary.
Organization and Standing; Books and Records. (a) (i) Each of SES, the SES Entities and Splitco is a corporation, limited liability company or other legal entity duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction in which it is organized, and (ii) each of SES, the SES Entities and Splitco has full power and authority necessary to enable it to own, lease or otherwise hold and operate its properties and assets and to carry on its business as presently conducted. Each of SES, the SES Entities and Splitco is duly qualified and, to the extent applicable, is in good standing to do business as a foreign entity in each jurisdiction in which the conduct or nature of its business as presently conducted or the ownership, leasing, holding or operation of its properties makes such qualification necessary, except such jurisdictions where the failures to be so qualified or in good standing, individually or in the aggregate, have not had and are not reasonably expected to have an SES Material Adverse Effect.
(b) SES has made available to the GE Entities true and complete copies of its Statuts Coordonnés (the “Statuts”), as amended through the date of this Agreement, and the comparable governing instruments of Satlynx, Star One, Bowenvale and each of the Transferred Entities, in each case as amended through the date of this Agreement.
(c) Prior to the Reorganization, Splitco will have no assets and no liabilities other than those de minimis incidental to its formation and will not have undertaken any business or activities other than in connection with this Agreement and engaging in the transactions contemplated hereby. As of the Closing Date, the assets and Liabilities of Splitco shall consist solely of the AMC-23 Transferred Assets, the AMC-23 Assumed Liabilities, the Equity Interests, the Cash Amount, de minimis liabilities incidental to its formation and liabilities that shall be Splitco’s under the Tax Matters Agreement, and additional Non-Investment Assets transferred pursuant to Section 3.10.
Organization and Standing; Books and Records. (a) Labatt is a corporation duly organized, validly existing and in good standing under the federal laws of Canada. Schedule 4.01 sets forth all the subsidiaries of Labatt which will be owned, directly or indirectly, by Labatt after the consummation of the Restructuring (the "Labatt Subsidiaries"). Each Labatt Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation (to the extent recognized by the laws of the jurisdiction in which it is organized), which jurisdiction is set forth in Schedule 4.01, and each of Labatt and the Labatt Subsidiaries has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Labatt Material Adverse Effect. Each of Labatt and the Labatt Subsidiaries is duly registered, licensed or otherwise qualified and in good standing to do business as an extra-provincial or foreign corporation in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such registration, license or qualification necessary, except such jurisdictions where the failure to be so registered, licensed or otherwise qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Labatt Material Adverse Effect.
(b) Labatt has made available, or, upon AmBev's request, will make available prior to the Closing, to AmBev or its counsel true and complete copies of (i) the articles of incorporation and by-laws, each as amended to date, of Labatt and (ii) the comparable governing instruments, each as amended to date, of each subsidiary of Labatt. The share register and transfer books and the minute books of Labatt (which have been made available for inspection by AmBev or its counsel prior to the date hereof) are true and complete, except as set forth in Schedule 4.01.
Organization and Standing; Books and Records. (a) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has full organizational power and authority and possesses all material Permits and approvals necessary to enable it to own, lease or otherwise hold its properties and Assets and to carry on its business as presently conducted. The Company is duly qualified and in good standing to do business as a foreign corporation in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties and Assets makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not be reasonably likely to have a material adverse impact on the business or financial performance of the Company and the Company Subsidiaries.
(b) Seller has, prior to the execution of this Agreement, made available to Buyer true and complete copies of the Certificate of Formation and Operating Agreement, each as amended to the date hereof, of the Company.
Organization and Standing; Books and Records. (i) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Schedule 4(a) sets forth each Subsidiary (as defined below) of the Company and sets forth for each Subsidiary the state or other jurisdiction of organization of such Subsidiary and the percentage ownership of the Company with respect to each such Subsidiary. The Company and each of its Subsidiaries have all requisite corporate power and authority necessary to carry on their respective business as presently conducted and to enable each to own, lease or otherwise hold their respective properties and assets. The Company and each of its Subsidiaries are duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the conduct or nature of their respective businesses or the ownership, leasing or holding of their respective properties or assets makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not have a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole (a "Company Material Adverse Effect"). The term "Subsidiary", for any Person, means each person of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by such Person, provided, however, notwithstanding anything to the contrary contained herein, for purposes of this Agreement, in the case of the Company, both Omni Offices (UK) Limited and Omni Offices (LUX) 1929 Holding Company S.A. (and their respective Subsidiaries) shall be deemed to not be Subsidiaries of the Company.
Organization and Standing; Books and Records. (i) VANTAS is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Schedule 5(a) sets forth each Subsidiary of VANTAS and sets forth for each Subsidiary the state or other jurisdiction of organization of such Subsidiary and the percentage ownership of the Company with respect to each such Subsidiary. VANTAS and each of its Subsidiaries have all requisite corporate power and authority necessary to carry on their respective businesses as presently conducted and to enable each to own, lease or otherwise hold their respective properties and assets. VANTAS and each of its Subsidiaries are duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the conduct or nature of their respective business or the ownership, leasing or holding of their respective properties or assets makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not have a VANTAS Material Adverse Effect (as herein defined).
(ii) VANTAS has delivered to the Company true and complete copies of the Certificate of Incorporation and By-laws, each as amended to date, of VANTAS. The stock certificate and transfer books and the minute books of VANTAS (which have been made available for inspection by the Company prior to the execution and delivery of this Agreement) are true and complete.
Organization and Standing; Books and Records. (a) Each of the Companies is a corporation duly organized and validly existing under the laws of its jurisdiction of incorporation. Schedule 2.1 sets forth each Subsidiary (as defined below) of each of the Companies and the state or other jurisdiction of organization of such Subsidiary and the percentage ownership of each of the Companies with respect to each such Subsidiary. Each of the Companies and each of its respective Subsidiaries have all requisite corporate power and authority necessary to carry on their respective businesses as presently conducted and to enable each to own, lease or otherwise hold their respective properties and assets. Each of the Companies and their respective Subsidiaries are duly qualified to do business as a foreign corporation in each jurisdiction in which the conduct or nature of their respective business or the ownership, leasing or holding of their respective properties or assets makes such qualification necessary, except such jurisdictions where the failure to be so individually or in the aggregate, would not have a material adverse effect on the business, financial condition or results of operations of either of the Companies and their respective Subsidiaries, taken as a whole (a "Material Adverse Effect"). The term "Subsidiary", for any Person, means each person of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by such Person.
Organization and Standing; Books and Records. (i) The Company is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia. The Company has no Subsidiaries (as defined below). The Company has all requisite corporate power and authority necessary to carry on its business as presently conducted and to enable it to own, lease or otherwise hold its properties and assets. The Company is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties or assets makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not have a material adverse effect on the business, condition (financial or otherwise), results of operations or prospects of the Company (a "Material Adverse Effect"). The term "Subsidiary" means each person of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by the Company.
Organization and Standing; Books and Records. (a) Except as set forth in Section 3.1(a) of the Partnership Disclosure Schedule, the Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, which jurisdiction is set forth in Section 3.1 of the Partnership Disclosure Schedule. The Partnership has full power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted (the “Business”) at the locations for which such Business is presently being conducted (the “Business Locations”). Except as set forth in Section 3.1(a) of the Partnership Disclosure Schedule, the Partnership is duly qualified and in good standing to do business as a foreign limited partnership in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary.
(b) Except as set forth in Section 3.1(b) of the Partnership Disclosure Schedule, the Partnership has made available to Purchaser true and complete copies of the certificate of limited partnership, as amended to date, and the Partnership Agreement of the Partnership. All actions taken by the Partnership, including those taken by its general partner, limited partners, and employees, of the type required to be reflected in its minute books will be reflected in the Partnership’s minute books which are to be made available to Purchaser at least 5 days prior to Closing. No material action of a type which would normally appear in a partnership’s minute books has been taken by the Partnership that has not been otherwise disclosed to Purchaser. As of the Closing Date, the minute books of the Partnership will have been made available for inspection by Purchaser and will be true and complete.
Organization and Standing; Books and Records. Each of the Company and its Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and its Subsidiaries has full power and authority necessary to enable it to own, lease, use or otherwise hold its properties, rights and assets and to carry on its business as presently conducted. Each of the Company and its Subsidiaries is duly qualified to do business and in good standing in each jurisdiction in which the conduct or nature of its business or the ownership, leasing, use or holding of its properties, rights and assets makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing does not result in a Material Adverse Effect. The Company has made available true and correct copies of the certificate of incorporation and bylaws of the Company, each as amended to the date of this Agreement and the Company is not in violation of any provisions contained in such documents in any material respect. The Company has made available to Parent complete and correct copies of its Subsidiaries’ certificates of incorporation and bylaws or comparable governing documents, each as amended to the date of this Agreement, and each as so made available is in effect on the date hereof and none of such Subsidiaries is in violation of any provisions contained in such documents in any material respect.
