Organization and Standing; Certificate of Incorporation and By-laws. The Company is a corporation duly organized and existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has requisite corporate power and authority and is in possession of all material franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders to own, lease and operate its properties and assets and to carry on its business as presently conducted. The Company is qualified to do business and is in good standing as a foreign corporation in Louisiana and Massachusetts.
Organization and Standing; Certificate of Incorporation and By-laws. The Borrower is a corporation duly organized and validly existing under the laws of Delaware and is in good standing under such laws. The Borrower has the requisite corporate power and authority and all licenses, permits and authorizations necessary to conduct business as being conducted by it. The Parent is a limited partnership duly organized and validly existing under the laws of Delaware and is in good standing under such laws. The Borrower has furnished the Purchaser with true, correct and complete copies of its (i) Certificate of Incorporation and all amendments thereto and (ii) By-laws and all amendments thereto. The Borrower has no Subsidiaries and does not own or hold any rights to acquire any shares of stock or any other security or interest in any other person other than its interest in the Purchaser Shares.
Organization and Standing; Certificate of Incorporation and By-laws. The Issuer is a corporation duly organized and existing under the laws of Delaware and is in good standing under such laws. Each of the Issuer’s Subsidiaries is a corporation duly organized and existing under the laws of its respective jurisdiction of incorporation and is in good standing under such laws. Each of the Issuer and its Subsidiaries has the requisite corporate power to own the properties owned by it and to conduct business as being conducted by it.
Organization and Standing; Certificate of Incorporation and By-laws. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business and is in good standing in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would have no material adverse impact upon the business, operations or prospects of the Purchaser. The Purchaser has the requisite corporate power to own the properties owned by it and to conduct business as now being conducted by it and as proposed to be conducted by it. The Purchaser has furnished the Shareholders with true, correct and complete copies of its Certificate of Incorporation, as amended to date (as amended, the "Charter"), and By-Laws, as amended to date (as amended, the "By-Laws") and no actions have been taken to amend, modify or repeal the forms of the Charter and By-Laws delivered to the Shareholders.
Organization and Standing; Certificate of Incorporation and By-laws. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and is qualified to do business and is in good standing in each other jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would have no material adverse impact upon the business, operations or prospects of the Company. The Company has the requisite corporate power to own the properties owned by it and to conduct business as now being conducted by it and as proposed to be conducted by it. The Company has not amended its Certificate of Incorporation or By-Laws since the date of its initial public offering and there are no corporate proceedings in progress to effect such an amendment.
Organization and Standing; Certificate of Incorporation and By-laws. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Ohio and is in good standing under such laws. The Company has requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified or licensed and in good standing as a foreign corporation in each jurisdiction where the character of its properties or the nature of the activities conducted by it makes such qualification or licensing necessary, each of which is listed on Schedule 3.1. The Company does business under the names Emergency Response Center, Emergency Response Center, Inc., E.R.C., and E.R.C. Network and does not conduct any business, and is not commonly known by any other names, other than as set forth on Schedule 3.1. The Company has complied with all laws requiring the registration or other recording of such names in each jurisdiction in which the Company does business. The copies of the Company's Articles of Incorporation and By-laws attached as Exhibit A are true, correct and complete and contain all amendments through the Closing Date.
Organization and Standing; Certificate of Incorporation and By-laws. Each of Holdings, FMCAN and the Company and its Subsidiaries is a corporation duly organized and validly existing under, and by virtue of, the laws of its state of incorporation and is in good standing under such laws. Each of Holdings, FMCAN and the Company and its Subsidiaries has, and Holdings and its Subsidiaries following the Mergers will have, the corporate power and authority to own and operate its properties and assets and to carry on its business as currently conducted and as proposed to be conducted. Each of Holdings, FMCAN and the Company and its Subsidiaries is duly qualified as a foreign corporation, and is in good standing, in each jurisdiction in which its failure to so qualify might reasonably be expected to have a material adverse effect on its business, operations, prospects, assets or condition (financial or otherwise). Each of Holdings, FMCAN and the Company and its Subsidiaries has furnished the Purchasers with copies of its Certificate of Incorporation and By- Laws and with all of the minutes of meetings of its shareholders and of its Board of Directors. Such copies are true, correct and complete and contain all amendments through the date of this Agreement and will contain all amendments through the Closing.
Organization and Standing; Certificate of Incorporation and By-laws. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted. The Company is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the ownership, leasing or operation of its properties or the nature of its activities makes such qualification necessary, except where the failure to so qualify would not have a material adverse effect on the condition (financial or otherwise), properties, assets, business, or results of operations of the Company. The Company has furnished to Purchaser a copy, certified by the Secretary or an Assistant Secretary of the Company, of its Restated Certificate of Incorporation and By-laws, as amended. Said copies are true, correct and complete and contain all amendments thereto.
Organization and Standing; Certificate of Incorporation and By-laws. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified or licensed and in good standing as a foreign corporation in each jurisdiction wherein the character of its properties or the nature of the activities conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not have a material adverse effect on the Company or its property or business. The attached copies of the Company's Certificate of Incorporation and By-laws are true, correct and complete and contain all amendments through the Closing Date.
Organization and Standing; Certificate of Incorporation and By-laws. The Company is a corporation duly organized and validly existing under the laws of its state of organization and is in good standing under such laws. The Company has requisite corporate power to own properties owned by it and to conduct business as being conducted by it and as contemplated by its business plan initially prepared in September 1983 in the form heretofore distributed to each Purchaser (the "Business Plan"). The Company does not own or lease
