Organization, Existence and Good Standing of the Company. The Company is a corporation duly organized and validly existing under the laws of the State of Indiana. The Company has all necessary corporate power and authority to own its properties and assets and to carry on its business as presently conducted. The Company is qualified to do business and is in good standing in each jurisdiction where the nature or character of the property owned, leased or operated by it or the nature of the business transacted by it makes such qualification necessary, except where the failure to be so qualified or be in good standing is not reasonably likely to have a Company Material Adverse Effect. The Company has delivered to Parent a complete and correct copy of its Amended and Restated Articles of Incorporation (the "Articles of Incorporation") and Bylaws as amended to the date hereof.
Organization, Existence and Good Standing of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation with all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified or licensed as a foreign corporation and in good standing in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified or licensed would not have a material adverse effect on the business, operations, properties, assets or condition (financial or otherwise), results of operations or prospects of the Company (a "Material Adverse Effect"). Set forth on Schedule 5.2 is a list of the jurisdictions in which the Company is qualified or licensed to do business as a foreign corporation. Set forth in Schedule 5.2 is a listing of all names of all predecessor companies for the past five (5) years of the Company, including the names of any entities from whom the Company previously acquired material assets. In addition, set forth on Schedule 5.2 is a complete list of all the names under which the Company does or has done business. Except as disclosed in Schedule 5.2, the Company has not been a subsidiary or division of another corporation or a part of an acquisition which was later rescinded. True, complete and correct copies of the Articles of Incorporation of the Company certified by the Michigan Department of Consumer and Industry Services, Corporation, Securities and Land Development Bureau as of the date not more than twenty (20) days prior to the Closing and of the By-laws of the Company are all attached hereto on Schedule 5.2 (the "Charter Documents"). Except as set forth on Schedule 5.2 the minute books of the Company, as heretofore made available to FYI, are correct and complete in all material respects.
Organization, Existence and Good Standing of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation with all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified or licensed as a foreign corporation and in good standing in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified or licensed would not have a material adverse effect on the business, operations, properties, assets or condition (financial or otherwise), or results of operations of the Company taken as a whole (a "Material Adverse Effect"). Set forth on Schedule 2.2 is a list of the jurisdictions in which the Company is qualified or licensed to do business as a foreign corporation. Set forth in Schedule 2.2 is a listing to the Company's knowledge of all names of all predecessor companies for the past five (5) years of the Company, including the names of any entities from whom the Company previously acquired material assets. In addition, set forth on Schedule 2.2 is a complete list of all the names under which the Company does or has done business. Except as disclosed in Schedule 2.2, the Company has not been a subsidiary or division of another corporation or a part of an acquisition which was later rescinded. Except as set forth on Schedule 2.2 the minute books of the Company, as heretofore made available to Buyer, are correct and complete in all material respects.
Organization, Existence and Good Standing of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin. Set forth on SCHEDULE 2.2 is a list of the states in which the Company is qualified or licensed to do business. True, complete and correct copies of (i) the Articles of Incorporation of the Company and (ii) the By-laws of the Company are attached hereto on SCHEDULE 2.2 (collectively, the "Charter Documents").
Organization, Existence and Good Standing of the Company. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its organization with all requisite limited liability company power and authority to own, lease or operate its properties and to carry on its business as now being conducted and in the place where such properties are owned, leased or operated. The Company is duly qualified or licensed as a foreign limited liability company and in good standing in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary. Set forth on Schedule 2.2 is a list of the jurisdictions in which the Company is qualified or licensed to do business as a foreign limited liability company. Set forth on Schedule 2.2 is a listing of all names of all predecessor companies for the past five (5) years of the Company, including the names of any entities from whom the Company previously acquired material assets during such period (and, in the event of any such acquisitions, copies of the related purchase agreements), and of all names under which the Company does or has done business since its organization. Except as disclosed on Schedule 2.2, the Company has not been a subsidiary or division of another business organization or a part of an acquisition that was later rescinded. True, complete and correct copies of the Certificate of Formation of the Company certified by the Secretary of State of the applicable state of organization as of the date not more than thirty (30) days prior to the Closing and of the Operating Agreement of the Company are all attached hereto on Schedule 2.2 (the “Charter Documents”). Except as set forth on Schedule 2.2 the minute books of the Company, as heretofore made available to Buyer, are correct and complete in all respects.
Organization, Existence and Good Standing of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has all necessary corporate power and authority to own its properties and assets and to carry on its business as presently conducted. The Company is qualified to do business and is in good standing in each jurisdiction where the nature or character of the property owned, leased or operated by it or the nature of the business transacted by it makes such qualification necessary, except where the failure to be so qualified or be in good standing would not have a Company Material Adverse Effect. The Company has delivered to Parent a complete and correct copy of its Certificate of Incorporation and By-Laws as most recently restated and subsequently amended to the date hereof.
Organization, Existence and Good Standing of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has all necessary corporate power and authority to own its properties and assets and to carry on its business as presently conducted. The Company is qualified to do business and is in good standing in each jurisdiction where the nature or character of the property owned, leased or operated by it or the nature of the business transacted by it makes such qualification necessary, except where the failure to be so qualified or be in good standing would not have a Company Material Adverse Effect. The Company has delivered to DHI a complete and correct copy of its Certificate of Incorporation and Bylaws as amended to the date hereof. As used in this ARTICLE 3, the term "Company" includes Xxxxxxx Residential, Inc. (formerly known as Xxxxxxx Homes, Inc.) as to any period prior to the merger of such person into the Company on June 21, 2001, including without limitation the period from April 3, 2001 to June 21, 2001 during which such person was a subsidiary of the Company, but does not include Xxxxxxx Residential, Inc. as a separate entity from and after the effective time of such merger, including without limitation the date hereof and the Closing Date.
Organization, Existence and Good Standing of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota with all requisite power to carry on its business as now being conducted. Set forth on SCHEDULE 2.2 is a list of the jurisdictions in which the Company is qualified or licensed to do business as a foreign corporation. True, complete and correct copies of (i) the Articles of Incorporation of the Company and (ii) the By-laws of the Company are attached hereto on SCHEDULE 2.2 (the "Charter Documents"). The minute books of the Company have been made available to Buyer and, except as set forth on SCHEDULE 2.2, are correct and complete in all material respects.
Organization, Existence and Good Standing of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation with all requisite corporate power and authority to own, to lease and to operate its properties and to carry on its business as now being conducted. The Company is duly qualified or licensed as a foreign corporation or other applicable entity and in good standing in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so authorized or qualified would not have a Material Adverse Effect. Set forth on Schedule 3.2 is a list of the jurisdictions in which the Company is qualified or licensed to do business as a foreign corporation and a list of all names of all predecessor companies or other entities for the past four (4) years of the Company, including the names of any entities from whom the Company previously acquired material assets. In addition, set forth on Schedule 3.2 is a complete list of all the names under which the Company does or has done business. Except as disclosed in Schedule 3.2, the Company has not been a subsidiary or division of another corporation or a party to an acquisition agreement. True, complete and correct copies of the Articles of Incorporation and the Bylaws of the Company, as the same may be amended or restated, are all attached hereto on Schedule 3.2 (the “Charter Documents”). Except as set forth on Schedule 3.2, the minute books of the Company, as heretofore made available to Buyer, are correct and complete in all material respects.
Organization, Existence and Good Standing of the Company. NUSA is a limited partnership duly formed, validly existing and in good standing under Delaware law with all requisite limited partnership power and authority to own, lease, license, host and operate its properties and to carry on its business as it is now being conducted, except as would not constitute a Material Adverse Effect. NWNZ is an unlimited liability company duly formed and registered under the Companies Axx 0000 in New Zealand and is validly existing under the laws of New Zealand with all requisite company power and authority to own, lease, license, host and operate its properties and to carry on its business as it is now being conducted, except as would not constitute a Material Adverse Effect. Except as disclosed on Schedule 3.2, the Company has not been a subsidiary or division of another corporation. True, complete and correct copies of the charter documents of the Company, as the same may be amended or restated, through the date hereof have been made available to the Buyer (the “Charter Documents”).
