Organization and Standing; Charter and Bylaws. Borrower 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 Borrower is qualified to do business as a foreign corporation in every jurisdiction in which the failure to so qualify would have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), results of operation or prospects of the Borrower (“Material Adverse Effect”). The Borrower has the requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted.
Organization and Standing; Charter and Bylaws. Sandbox is a corporation duly organized and existing under and by virtue of the laws of the State of Delaware.
Organization and Standing; Charter and Bylaws. The Seller is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Nevada and is in good standing under such laws. The Seller is qualified to do business as a foreign corporation in every jurisdiction in which the failure to so qualify would have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), results of operation or prospects of the Seller (“Material Adverse Effect”). The Seller has the requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted.
Organization and Standing; Charter and Bylaws. TRACER is a corporation duly organized and existing under and by virtue of the laws of the State of Arizona and is in good standing under such laws. TRACER has requisite corporate power and authority to own its property and to carry on its business as presently conducted or as proposed to be conducted.
Organization and Standing; Charter and Bylaws. The Company is a corporation duly organized and validly existing under the laws of the State of Florida, United States and is in good standing under such laws. The Company has previously delivered to Purchaser true and accurate copies of its Restated Articles of Incorporation, as amended (the "Articles"), and its Amended and Restated Bylaws, as presently in effect (the "Bylaws").
Organization and Standing; Charter and Bylaws. (a) The Corporation is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. The Corporation has all requisite corporate power and authority to own the properties owned by it and to conduct the business as now being and as proposed to be conducted by it.
(b) The Corporation is in good standing under the laws of, and is qualified to do business in, the State of Washington, and in each other jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
(c) The Corporation has made available to the UBL and its counsel true, correct and complete copies of its Articles of Incorporation and Bylaws and all amendments thereto to date.
Organization and Standing; Charter and Bylaws. The Issuers are corporations duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and are in good standing under such laws. The Issuers are qualified to do business as a foreign corporation in every jurisdiction in which the failure to so qualify would have a material adverse effect upon the business, assets, liabilities, properties, financial condition, results of operation or business prospects of the Issuers (a "Material Adverse Effect"). The Issuers have the requisite corporate power and authority to own and operate their properties and assets and to carry on their business as presently conducted and as proposed to be conducted. The Issuers have previously delivered to the Purchasers complete and accurate copies of their respective Certificates of Incorporation and bylaws, as presently in effect.
Organization and Standing; Charter and Bylaws. The Company is a corporation duly organized, 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 currently is qualified to do business as a foreign corporation in each jurisdiction where the failure to be so qualified would have a material adverse effect on the Company's properties and business as now conducted or its financial condition. The Company has made available to Purchasers a true, correct and complete copy of its Bylaws as in full force and effect on the date hereof (the "Bylaws") and a true, correct and complete copy of the Company's Certificate of Incorporation, as amended (the "Charter"), as in full force and effect on the date hereof.
Organization and Standing; Charter and Bylaws. Each of the Company --------------------------------------------- and its wholly owned subsidiaries Endeavor Technologies, Inc. (formerly known as Quality Diagnostic Services, Inc.) and Telemedics, Inc. (each, a "Subsidiary" and, collectively, the "Subsidiaries") is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Georgia and in good standing under such laws. The Company has previously delivered to Purchaser true and accurate copies of the Articles of Incorporation and Bylaws, as presently in effect, of the Company.
Organization and Standing; Charter and Bylaws. If such Party is an entity, it is duly organized and validly existing under, and by virtue of, the laws of the state of its organization and is in good standing under such laws. If such Party is an individual, he/she has the legal capacity to enter into the Transaction Agreements (as defined below).
