Organization and Standing of Company. Company is duly organized, validly existing and in good standing under the laws of the state, commonwealth, territory or jurisdiction where it was originally established and wherever else it does business and has all requisite power and authority to conduct its business as it now conducts such business.
Organization and Standing of Company. The Company is a corporation ------------------------------------ duly organized, validly existing, and in good standing under the laws of Delaware. Copies of the Company's Certificate of Incorporation, and all amendments thereof to date, certified by the Secretary of State of Delaware, and of the Company's Bylaws as amended to date, certified by the Company's Secretary, have been delivered to the Buyer, and are complete and correct as of the date of this agreement. The Company is duly licensed or qualified and in good standing as a foreign corporation in the states listed in Schedule 4.1, ------------- which are the only states where the character of the properties owned by the Company, or the nature of the business transacted by it, make such license or qualification necessary.
Organization and Standing of Company. (a) Seller is a duly organized and validly existing corporation in good standing under the laws of the State of California and has all requisite power and authority to execute and deliver this Agreement and all Exhibits thereto, to transfer and deliver the Interests to Purchaser and to perform its other obligations pursuant hereto and thereto.
(b) Seller has good and marketable title to such Interests free of any mortgages, pledges, charges, liens, security interests or other encumbrances. The offer and sale of all Interests in Company issued before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.
Organization and Standing of Company. Company is a ---------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to own all of its properties and to carry on the business presently being conducted by it. Company is duly qualified to transact business and is in good standing in the jurisdictions indicated on Schedule 4(a) attached hereto and incorporated herein by this reference. Company has received no notice or other communication from any governmental body or agency to the effect that it should be qualified to do business in any jurisdiction other than those indicated on Schedule 4(a) and Company does not conduct business in any jurisdiction other than those indicated on Schedule 4(a).
Organization and Standing of Company. Company is a ---------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of California. Company does not transact business in any other jurisdiction, and Company, to the knowledge of counsel, has not received any notification from any governmental body or agency that Company should be qualified to do business in any other jurisdiction.
Organization and Standing of Company. The Company (a) is duly formed, validly existing and in good standing under the laws of its state of organization, (b) is duly qualified and authorized to do business in each jurisdiction where it conducts business, owns property or has employees, (c) has the power and is entitled to carry on its business as now being conducted, (d) is authorized to enter into and perform this Agreement and the Transaction Documents entered into or to be entered into and performed by Company, and (e) is authorized to do business in all states for which authorization is required except where the failure to be so qualified would not effect Company’s ability to consummate the Transactions.
Organization and Standing of Company. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Ohio, with full power and authority to own its properties and to carry on the businesses presently conducted by it. The Company is duly qualified to do business and is in good standing in every jurisdiction in which the nature of its business or the character and location of its properties makes qualification necessary. True, accurate, and complete copies of the Company's minute and stock books have been provided to AIMS on or before the date hereof.
Organization and Standing of Company. Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own all of its properties and to carry on the business presently being conducted by it. Company is duly qualified to transact business and is in good standing in the state of Delaware and the state of California. Company has received no notice or other communication from any governmental body or agency to the effect that it should be qualified to do business in any jurisdiction and Company does not conduct business in any jurisdiction other than those indicated herein.
Organization and Standing of Company. The Company is a corporation duly organized, validly existing, and in good standing under the laws of California. Copies of the Company's Certificate of Incorporation, and all amendments thereof to date, certified by the Secretary of State of California, and of the Company's By-laws as amended to date, certified by the Company's Secretary, have been delivered to the Buyer, and are complete and correct as of the date of this Agreement. The Company is not licensed or qualified in any other state, and neither the character of the properties owned by the Company or the nature of the business transacted by it require it to be licensed or qualified in any other state. 5
Organization and Standing of Company. Company is a corporation, duly organized, validly existing, and in good standing under the laws of the State of Maryland. Company is qualified to do business as a corporation under the laws of each jurisdiction where Company conducts its business. Company has the requisite corporate power and authority to own, lease, and operate its properties and is duly authorized and licensed to carry on its business in the places where and in the manner in which its business is presently being conducted. Company has the full corporate power, legal capacity, and authority to execute and deliver this Agreement, to consummate the Merger, and to perform its obligations under this Agreement.
