Organization, Existence and Good Standing. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware.
Organization, Existence and Good Standing. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware.
Organization, Existence and Good Standing. Each of the Company and its Restricted Subsidiaries (i) is duly organized or incorporated, validly existing or incorporated and registered (as applicable) and, if applicable, in good standing, under the laws of the jurisdiction of its incorporation or organization, (ii) has the corporate or comparable power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage and (iii) is duly qualified as a foreign corporation and, if applicable, in good standing in each jurisdiction where the ownership, leasing or operation of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.
Organization, Existence and Good Standing. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware and has full corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as presently conducted.
Organization, Existence and Good Standing. Such Seller (other than any Seller that is an individual) is duly organized, existing and in good standing under the laws of its jurisdiction of incorporation or formation, as the case may be.
Organization, Existence and Good Standing. Purchaser is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Purchaser has full power and authority to own all of its properties and assets and to carry on its business as it is now conducted.
Organization, Existence and Good Standing. Section 3.1 of the Disclosure Schedule lists each Target Company, together with its jurisdiction of organization or formation. Each Target Company has been duly organized or formed, and is in good standing, where applicable, under the Laws of the jurisdiction of its organization or formation. Each Target Company has full limited liability company power and authority to own all of its properties and assets and to carry on its business as presently conducted, and is qualified, registered or licensed as a foreign limited liability company and is in good standing (where applicable) in all jurisdictions where the nature of its business or the nature and location of its assets requires such qualification, registration or license, except where the failure to be so qualified, registered or licensed would have a Material Adverse Effect.
Organization, Existence and Good Standing. Purchaser is a limited liability company duly formed, validly existing and in good standing under the Laws of the state of its formation. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of Purchaser and Merger Sub has qualified as a foreign limited liability company, and is in good standing, under the Laws of all jurisdictions where the nature of its respective businesses or the nature or location of its respective assets requires such qualification and where the failure to so qualify would have a material adverse effect on the business, operations (including results of operations), assets, liabilities, or financial condition of Purchaser or Merger Sub or on the ability of the Parties to consummate the Transactions.
Organization, Existence and Good Standing. Each Designated Entity is duly organized or incorporated, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation, having all corporate or partnership powers required to enter into and carry out the transactions contemplated hereby. Each Designated Entity is duly qualified, in good standing, and authorized to do business in all other jurisdictions wherein the character of the properties owned or held by it or the nature of the business transacted by it makes such qualification necessary, except for any lack of qualification, good standing or authorization that could not reasonably be expected to have a Material Adverse Effect. Each Designated Entity has taken all actions customarily taken in order to enter, for the purpose of conducting business or owning property, each jurisdiction outside the United States wherein the character of the properties owned or held by it or the nature of the business transacted by it makes such actions desirable, except for any failure or other matter that could not reasonably be expected to have a Material Adverse Effect.
Organization, Existence and Good Standing. MedPartners is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. MedPartners has all necessary corporate power to own its properties and assets and to carry on its business as presently conducted. MedPartners is not, and has not been within the two years immediately preceding the date of this Plan of Merger, a subsidiary or division of another corporation, nor has MedPartners within such time owned, directly or indirectly, any PhyCor Shares.
