Organization; Books and Records. Copies of the charter documents and By-laws (or similar governing documents), corporate minute books, stock certificate books and stock transfer books of 729024 will be delivered to Buyer in accordance with Section 6.11 and will be true, correct and complete.
Organization; Books and Records. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has all requisite corporate power and authority to own, operate or lease the assets and properties now owned, operated or leased by it, and to conduct the Business as presently conducted by the Company. The Company is duly authorized, qualified or licensed to do business as a foreign corporation, and is in good standing, under the Laws of each state or other jurisdiction in which the character of its properties owned, operated or leased, or the nature of its activities, makes such qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect. True and complete copies of the Articles of Incorporation (the "Articles of Incorporation") and Bylaws (the "Bylaws") of the Company, each as amended and in effect as of the Execution Date, have been delivered to the Purchaser and its agents and representatives. The minute book and other similar records of the Company as made available to the Purchaser prior to the execution of this Agreement contain a true and complete record, in all material respects, of all action taken at all meetings and by all written consents in lieu of meetings of the shareholders, the Board of Directors and committees of the Board of Directors of the Company. The stock transfer ledgers and other similar records of the Company as made available to the Purchaser prior to the execution of this Agreement accurately reflect all record transfers prior to the execution of this Agreement in the Capital Stock.
Organization; Books and Records. (a) Each of the Company's direct and indirect subsidiaries and equity investments (along with the percentage interest held by the Company in such subsidiary and equity investment) is listed on Item 3.1(a) of the Disclosure Schedule (each, a "Company Subsidiary" and collectively, the "Company Subsidiaries"). The Company and each of the Company Subsidiaries is a business trust, corporation or limited liability company, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization as set forth opposite its name on Item 3.1(a) of the Disclosure Schedule and has all requisite trust or corporate power and has been duly authorized by all necessary approvals and orders, to own, lease and operate it assets and properties to the extent owned, leased and operated and to carry on its business as now being conducted.
Organization; Books and Records. Seller is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania, with full corporate power and authority to carry on its business as presently conducted by it and to own, lease and operate its properties in the places where it maintains offices and where its properties are owned, leased or operated. Copies of the Articles of Incorporation, as amended, and Bylaws of Seller have been delivered to Purchaser and are true, correct and complete as of the date hereof
Organization; Books and Records. (a) PRC Inc. 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 possess all governmental franchises, licenses, permits, authorizations and approvals necessary (i) to own, lease, operate and carry on its business as now being conducted and as proposed to be conducted, and (ii) to enter into and perform this Agreement and each of the Seller Ancillary Documents (as defined in Section 3.2) to be executed and delivered by it. PRC Inc. is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction where the character of its business or the ownership, leasing or holding of its properties requires such qualification. Schedule 3.1 contains a correct and complete list, as of the date hereof, of the jurisdictions in which PRC Inc. is qualified to do business as a foreign corporation.
Organization; Books and Records. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, with full corporate power and authority to consummate the transactions contemplated by this Agreement. Copies of the Articles of Incorporation and Bylaws, corporate minute books, stock certificate books and stock transfer books of the Seller have heretofore been delivered to the Purchaser and are, in all material respects true, correct and complete as of the date hereof.
Organization; Books and Records. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California, with full corporate power and authority to carry on its business as presently conducted by it and to own, lease and operate its properties in the places where it maintains offices and where its properties are owned, leased or operated. Copies of the Articles of Incorporation and Bylaws, corporate minute books, stock certificate books and stock transfer books of the Seller have heretofore been delivered to Purchaser and are true, correct and complete as of the date hereof.
Organization; Books and Records. (a) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Michigan and has all requisite power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary (i) to own, lease and operate the Business, and to carry on the Business as now being conducted, and (ii) to enter into and perform its obligations under this Agreement and the Company Ancillary Documents. The Company is duly qualified to transact business and is in good standing as a foreign limited liability company in each jurisdiction where the character
Organization; Books and Records. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Indiana and has all requisite corporate power and authority to carry on the Business as now being conducted, and to enter into and perform its obligations under this Agreement and the Company Ancillary Documents. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction where the character of the Business or the ownership, leasing or holding of the Assets requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as hereinafter defined) on the Company. SCHEDULE 3.1 contains a correct and complete list, as of the date hereof, of the jurisdictions in which the Company is qualified to do business as a foreign corporation. A "
