Organization, Authority and Qualification of the Companies. The Companies are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of organization and have all necessary power and authority to own, operate or lease the properties and Assets now owned, operated or leased by them and to carry on the Business as it has been and is currently conducted. The Companies are duly licensed or qualified to do business and are in good standing in each jurisdiction in which the properties owned or leased by them or the operation of the Business makes such licensing or qualification necessary or desirable, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the any Company, any Subsidiary or any Group Company to conduct the Business or (b) reasonably be expected to have a Seller Material Adverse Effect. Except as would not reasonably be expected to have a Seller Material Adverse Effect, all corporate actions taken by the Companies have been duly authorized, and the Companies have not taken any action that in any respect conflicts with, constitutes a default under, or results in a violation of, any provision of their respective Certificates of Incorporation or by-laws (or similar organizational documents).
Organization, Authority and Qualification of the Companies. Each Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to own, operate or lease the properties and Assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Each Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that any failure to be so licensed, qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Organization, Authority and Qualification of the Companies. (a) As of the Closing Date, each Company will be a corporation duly organized and validly existing under the Laws of the jurisdiction of its incorporation and will have all necessary power and authority to own, operate or lease the properties and assets owned, operated or leased by it and (together with the other Companies) to carry on the Business. All corporate actions taken by each Company have been duly authorized, and no Company has taken any action that in any respect conflicts with, constitutes a default under, or results in a violation of, any provision of its certificate of incorporation or articles of association (or similar organizational documents). As of the Closing Date, true and correct copies of the certificate of incorporation and articles of association (or similar organizational documents) of each Company have been delivered by the Seller to Purchaser Parent.
Organization, Authority and Qualification of the Companies. Company 1 is a corporation duly incorporated, validly existing, and in good standing under the Laws of the country of Mexico and has full corporate power and authority to own, operate, or lease the properties and assets now owned, operated, or leased by it and to carry on its business as it has been and is currently conducted. Company 2 is a limited liability company duly organized, validly existing, and in good standing under the Laws of the country of Mexico and has full limited liability company power and authority to own, operate, or lease the properties and assets now owned, operated, or leased by it and to carry on its business as it has been and is currently conducted. Each Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary.
Organization, Authority and Qualification of the Companies. Each Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Nevada and has full limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted and as is proposed to be conducted after the consummation of the transactions contemplated herein. Section 3.2 of the Disclosure Schedules sets forth each jurisdiction in which each Company is licensed or qualified to do business, and each Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. All limited liability company actions taken by each Company in connection with this Agreement and the other Transaction Documents have been or will be duly authorized on or prior to the Closing. Complete and correct copies of the organizational documents, including without limitation the limited liability company or operating agreement, of each Company have been made available to Buyer or Parent.
Organization, Authority and Qualification of the Companies. Each of the Companies is a duly organized and validly existing entity in good standing under the laws of the jurisdiction of its incorporation, and has all necessary power and authority to own, operate, license or lease the properties and assets now owned, operated, licensed or leased by it and to carry on the Business as it has been and is currently conducted. The Companies and their Subsidiaries are duly qualified and in good standing as a foreign corporation authorized to do business in each of the jurisdictions in which the character of the properties owned or held under license or lease by it or the nature of the business transacted by it makes such qualification necessary, except for such failures to be so qualified and in good standing that would not (a) adversely affect the ability of the Sellers to carry out their obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements or (b) materially adversely affect the ability of the Companies and any of their Subsidiaries to conduct the Business. The Sellers have heretofore made available to Purchaser true, correct and complete copies of the Certificate of Incorporation and Bylaws (or similar governing documents) as in effect on the date hereof for each of the Companies and their Subsidiaries. Neither the Companies nor any of their Subsidiaries, directly or indirectly, own any interest in any Person other than the Companies’ Subsidiaries.
Organization, Authority and Qualification of the Companies. Each Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the state of Tennessee and has full limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 4.01 of the Disclosure Letter sets forth each jurisdiction in which each Company is licensed or qualified to do business, and each Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. All corporate actions taken by each Company in connection with this Agreement and the Ancillary Documents will be duly authorized on or prior to the Closing.
Organization, Authority and Qualification of the Companies. Prior to the consummation of the AvKARE Conversion, AvKARE was a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Tennessee. After consummation of the AvKARE Conversion, AvKARE will be a limited liability company, duly organized, validly existing and in good standing under the Laws of the State of Tennessee. R&S Northeast is a limited liability company duly organized, validly existing and in good standing under the Laws of the Commonwealth of Kentucky. Each Company has all necessary corporate or limited liability company power and authority, as applicable, to own, operate and lease the properties and assets now owned, operated or leased by it and to carry on its business as it is currently conducted. Each Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect. Sellers have made available to Buyer true, correct and complete copies of the Organizational Documents of the Companies.
Organization, Authority and Qualification of the Companies. (a) Such Company is duly organized, validly existing and, to the extent the concept exists under the Laws of its state of incorporation, in good standing under such Laws and has all requisite corporate power and authority to own, lease and operate its respective properties, rights and assets and to conduct its business as it is now being conducted.
Organization, Authority and Qualification of the Companies. The Companies (i) are corporations duly organized and validly existing under the laws of their respective jurisdictions of incorporation or organization and (ii) have all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by them and to carry on their activities as currently conducted except, in the case of (ii), where the failure to do so would not reasonably be expected to have a Material Adverse Effect. The Companies are duly licensed or qualified to do business in each jurisdiction in which the properties owned or leased by them or the operation of their business makes such licensing or qualification necessary, except to the extent the failure to be so licensed or qualified would not reasonably be expected to have a Material Adverse Effect. True and correct copies of the by-laws of each Company, as currently in effect, have been delivered to the Purchaser. The corporate bodies of the Companies operate validly. As a general matter, all corporate records, books and documents of the Companies have been and are being kept on a regular basis and reflect the Companies' activities in all material respects. The Companies are not nor have they been the subject to any collective proceedings or voluntary liquidation.
