Organization, Good Standing, Qualification and Power of Seller. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. HealthPlan is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Florida. Seller is duly qualified or licensed to do business as a foreign corporation, and is in good standing, in every jurisdiction where the failure to be so qualified or licensed would have a material adverse effect on (i) the ability of Seller to execute and deliver this Agreement and to consummate the transactions contemplated hereby, or (ii) the business, assets, operations, properties or condition (financial or otherwise) of Seller's MCO Business. Seller has full corporate power and authority to own, lease and operate the assets and properties relating to or connected with Seller's MCO Business as and where such assets and properties are now owned or leased or as Seller's MCO Business is presently being conducted, and to execute, deliver and perform this Agreement. All of the Purchased Assets are located at Seller's office located at 3401 Xxxxx Crossing, Columbus, Ohio. Seller will not relocate the Purchased Assets between the date of this Agreement and the Closing.
Organization, Good Standing, Qualification and Power of Seller. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Florida. Seller is duly qualified or licensed to do business as a foreign corporation, and is in good standing, in every jurisdiction where the failure to be so qualified or licensed would have a material adverse effect on (i) the ability of Seller to execute and deliver this Agreement and to consummate the transactions contemplated hereby, or (ii) the business, assets, operations, properties or condition (financial or otherwise) of the Business. Seller has full corporate power and authority to own, lease and operate the assets and properties relating to or connected with the Business as and where such assets and properties are now owned or leased or as such Business is presently being conducted, and to execute, deliver and perform this Agreement. All of the Purchased Assets are located at Seller's offices listed on Exhibits 1.2(p) or 1.5(a) . Seller will not relocate the Purchased Assets between the date of this Agreement and the Closing.
Organization, Good Standing, Qualification and Power of Seller. (a) Seller is a domestic limited liability company duly organized, validly existing and in good standing under the laws of the State of Illinois and has the power and authority to own, lease and operate the Purchased Assets No. 1 and Purchased Assets No. 2 and to conduct Business No. 1 and Business No. 2 currently being conducted by it. Seller is duly qualified and validly existing in Illinois and in good standing in each of the other jurisdictions in which it is required by the nature of its business or the ownership of its properties to so qualify. Seller has no subsidiaries. The Disclosure Schedule correctly lists, with respect to Seller, each jurisdiction in which it is qualified to do business as a foreign company.
Organization, Good Standing, Qualification and Power of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia and has the corporate power and authority to own, lease and operate the Purchased Assets No. 1 and the Purchased Assets No. 2 and to conduct Business No. 1 and Business No. 2 currently being conducted by it. The Seller is duly qualified and validly existing in Georgia and in good standing in each of the other jurisdictions in which it is required by the nature of its business or the ownership of its properties to so qualify. Seller has no subsidiaries. The Disclosure Schedule correctly lists, with respect to the Seller, each jurisdiction in which it is qualified to do business as a foreign corporation.
Organization, Good Standing, Qualification and Power of Seller. (a) Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Ohio and has the power and authority to own, lease and operate the Purchased Assets and to conduct the Business currently being conducted by it. Seller is duly qualified and validly existing in Ohio and in good standing in each of the other jurisdictions in which it is required by the nature of its business or the ownership of its properties to so qualify. Seller has no subsidiaries. The Disclosure Schedule correctly lists, with respect to Seller, each jurisdiction in which it is qualified to do business as a foreign company.
Organization, Good Standing, Qualification and Power of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina and has the corporate power and authority to own, lease and operate the Purchased Assets No. 1 and the Purchased Assets No. 2 and to conduct Business No. 1 and Business No. 2 currently being conducted by it. Seller is duly qualified in good standing in each of the other jurisdictions in which it is required by the nature of its business or the ownership of its properties to so qualify. Seller has no corporate subsidiaries. The Disclosure Schedule correctly lists, with respect to Seller, each jurisdiction in which it is qualified to do business as a foreign corporation.
Organization, Good Standing, Qualification and Power of Seller. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina and has the corporate power and authority to own, lease and operate the Purchased Assets and to conduct the Business currently being conducted by it. Seller is duly qualified and validly existing in North Carolina and in good standing in each of the other jurisdictions in which it is required by the nature of its business or the ownership of its properties to so qualify. Seller has no corporate subsidiaries. The Disclosure Schedule correctly lists, with respect to Seller, each jurisdiction in which it is qualified to do business as a foreign corporation.
Organization, Good Standing, Qualification and Power of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee and has the corporate power and authority to own, lease and operate the Purchased Assets and to conduct the Business currently being conducted by it. The Seller is duly qualified and validly existing in Tennessee and in good standing in each of the other jurisdictions in which it is required by the nature of its business or the ownership of its properties to so qualify. Seller has no subsidiaries. The Disclosure Schedule correctly lists, with respect to the Seller, each jurisdiction in which it is qualified to do business as a foreign corporation.
Organization, Good Standing, Qualification and Power of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Alabama and has the corporate power and authority to own, lease and operate the Purchased Assets and to conduct the Business currently being conducted by it. The Seller is duly qualified and in good standing in each of the jurisdictions in which it is required by the nature of its business or the ownership of its properties to so qualify. Seller has no subsidiaries.
Organization, Good Standing, Qualification and Power of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to own, lease and operate the Purchased Assets No. 1 and the Purchased Assets No. 2 and to conduct Business No. 1 and Business No. 2 currently being conducted by it. The Seller is duly qualified and validly existing in Delaware and in good standing in each of the other jurisdictions in which it is required by the nature of its business or the ownership of its properties to so qualify. Seller has no subsidiaries. The Disclosure Schedule correctly lists, with respect to the Seller, each jurisdiction in which it is qualified to do business as a foreign corporation.
