Organization of Companies. Each Maine Hydro Company is duly organized, validly existing and in good standing under the laws of its state of formation, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires it to be qualified, except for jurisdictions where the failure to be so qualified, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Copies of the Governing Documents of each Maine Hydro Company have been heretofore made available to Buyers and are accurate and complete.
Organization of Companies. Each U.S. Hydro Project Company is duly organized, validly existing and in good standing under the laws of its state of incorporation or formation, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires it to be qualified, except for jurisdictions where the failure to be so qualified, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Copies of the Governing Documents of each U.S. Hydro Project Company have been heretofore made available to Buyers and are accurate and complete. Purchase and Sale Agreement
Organization of Companies. Each of the Companies is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Companies is qualified to do business in each state in which it is required to be so qualified, except where the failure to be so qualified would have a material adverse effect.
Organization of Companies. Each of the Companies (i) is duly organized, validly existing and in good standing under the Laws of their respective jurisdictions of organization; (ii) has all requisite power to own its property and to carry on its business as now being conducted; and (iii) is permitted or qualified to do business in the jurisdiction in which it operates, except where failure to be permitted or qualified would not have a material adverse effect on the business or operations of the Companies, taken as a whole.
Organization of Companies. Each Group Company (i) is a corporation or a limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified to transact business in the State of California and in each other jurisdiction in which qualification is required to own, lease or license its properties or to carry on its business, and (iii) has all necessary corporate or other power and authority to own its properties, to carry on its business and to execute and deliver this Agreement and each of the Ancillary Agreements and to consummate the Transactions.
Organization of Companies. The Company and the Subsidiaries are corporations duly organized, validly existing and in good standing under the laws of the State of Michigan, and have all requisite corporate power and authority to own, lease and operate their respective properties and to carry on their respective businesses as now being conducted.
Organization of Companies. Each of the Partnership, the General Partner, the PC, Keystone Mobile Services, L.P., a Pennsylvania limited partnership that is wholly owned by the Partnership (“KMS”), Keystone ABG LLC, a Pennsylvania limited liability company that is wholly owned by the GP (“KABG”), Keystone Lehigh Valley Mobile Partners, LP, a Pennsylvania limited partnership (“Keystone Lehigh”), and Keystone Mobile Services, P.C., a Pennsylvania professional corporation that is wholly owned by the PC (“KMSPC”) (each a “Company” and collectively the “Companies”) (a) is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation, (b) is duly qualified to do business as a foreign corporation or entity and is in good standing under the Laws of each jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except where the failure to qualify would not have a material adverse effect on such Company’s business, operations, condition (financial or otherwise), properties, assets, liabilities, rights or obligations, (c) has the power and authority necessary to own or lease its properties and to carry on its businesses as currently conducted and (d) is not in breach or violation of, or default under, any provision of its organizational documents. No Company has ever approved or taken any action, nor is there any pending or (to any Seller Party’s knowledge) threatened claim, action, suit, arbitration, mediation, investigation or similar proceeding (an “Action”), seeking or otherwise contemplating any Company’s dissolution, liquidation, insolvency or rehabilitation.
