Organization and Standing of the Companies. Tacoma is a professional services corporation duly organized, validly existing and in good standing under the laws of the State of Washington. Copies of Tacoma's Articles of Incorporation and By-Laws, and all amendments thereof to date, have been delivered to Buyer and are complete and correct. Radiological is a general partnership duly organized, validly existing and in good standing under the laws of the State of Washington. Copies of Radiological's Partnership Agreement, and all amendments thereof to date, have been delivered to Buyer and are complete and correct. The Companies have the power and authority to own the property and assets now owned by them and to conduct the business presently being conducted by them. Tacoma and Radiological are qualified to do business as a foreign corporation or a foreign partnership, as the case may be, in each state where the ownership of such Company's assets or the conduct of such Company's business makes such qualification necessary.
Organization and Standing of the Companies. Each Company is a corporation duly organized and validly existing under the laws of its state of incorporation. Each Company has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to use its corporate name and 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, would not have a Material Adverse Effect on FAME. Each Company is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except where any such failure would not have a Material Adverse Effect on FAME, individually or in the aggregate. Sellers have delivered to Purchaser true and complete copies of the Articles of Incorporation, as amended to date, and the By-laws, as in effect on the date hereof, of each Company. The stock certificate and transfer books and the minute books of each Company (which have been made available for inspection by Purchaser and its representatives) are true and complete.
Organization and Standing of the Companies. Each of the Companies (i) is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, (ii) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted, and (iii) is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the property owned, leased or operated or the nature of the business conducted by it makes such qualification necessary, all as set forth on Exhibit 5.3 of the Schedule, and the failure of which qualification would be materially adverse to the ability of the Companies to carry on their business. True and complete copies of the certificate of incorporation and all amendments thereto to date of each of the Companies, certified by the Secretary of State of their respective states of incorporation, and copies of their respective bylaws as amended to date, certified by the corporate secretary of each such corporation, have been delivered by Seller to Purchaser prior to the date hereof.
Organization and Standing of the Companies. Each of the Companies is a corporation duly organized and validly existing under the laws of the State of Delaware and each has all requisite power and authority to own its assets and properties. Each of the Companies is qualified to transact business and is in good standing as a foreign corporation in any other jurisdiction where the failure to be so qualified would have a Material Adverse Effect on the ability of such Company to own its interest in the Partnership. The Seller has delivered to the Buyer complete and correct copies of the Certificate of Incorporation and By-Laws of each of the Companies, as amended and in effect on the Closing Date. There are no minutes or resolutions of the Companies, which have not been made available to Buyer and all such minutes and resolutions are correct and complete in all material respects.
Organization and Standing of the Companies. The Buyer is a ------------------------------------------ corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority to own or lease and operate its properties and carry on its business as now conducted. The Buyer has delivered to the Sellers true, complete and correct copies of its Certificate of Incorporation and By-Laws. The Buyer has all requisite power and authority to execute and deliver this Agreement and to carry out all actions required of it pursuant to the terms of this Agreement.
Organization and Standing of the Companies. Netintact is a corporation duly organized, validly existing and in good standing under the laws of Sweden, and has the corporate power to carry on its business as now conducted and to own its assets and is duly qualified to transact business as a foreign corporation in each state where such qualification is necessary except where the failure to qualify will not have a material adverse effect on the business or prospects of Netintact. The copies of the Certificate of Incorporation of Netintact, as amended to date, and made available to Procera are true and complete copies of those documents as now in effect. Aussub is a corporation duly organized, validly existing and in good standing under the laws of Austrialia, and has the corporate power to carry on its business as now conducted and to own its assets and is duly qualified to transact business as a foreign corporation in each state where such qualification is necessary except where the failure to qualify will not have a material adverse effect on the business or prospects of Aussub. The copies of the Certificate of Incorporation of Aussub, as amended to date, and made available to Procera are true and complete copies of those documents as now in effect.
