Organization of Sellers. Such Seller which is a corporation or other entity, is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation).
Organization of Sellers. Each Seller is (A) duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its organization and has all requisite organizational power and authority to operate its business as now conducted, and (B) duly qualified as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification necessary.
Organization of Sellers. Each of the Sellers is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, operate and lease its properties and assets and to carry on its business as now conducted.
Organization of Sellers. Each Seller is duly organized or incorporated, as applicable, and validly existing under the laws of its state of organization or incorporation, as applicable, and has all requisite power and authority to own, lease and operate its assets and to carry on its business as now being conducted. Each Seller is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. Holdco is an indirect wholly-owned Subsidiary of Seller Parent.
Organization of Sellers. (a) Each of Parent and SMHC ----------------------- is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.
(b) SVM Canada is a corporation duly organized, validly existing and in good standing under the laws of Canada.
(c) Strategic is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.
Organization of Sellers. Such Seller is duly organized, validly existing and in good standing under the laws of the state of its 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 on such Seller’s ability to execute and deliver the Agreement or to perform its obligations hereunder. Copies of the Governing Documents of such Seller have been heretofore made available to Buyers and remain accurate and complete. Purchase and Sale Agreement
Organization of Sellers. (a) Each Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation. Each Seller is duly qualified to transact business as a foreign corporation and is in good standing in each of the jurisdictions listed in SCHEDULE 5.1, which jurisdictions are the only ones in which the ownership or leasing of the Purchased Assets or the conduct of the Business requires such qualification. No other jurisdiction has demanded, requested or otherwise indicated that any Seller is required so to qualify on account of the ownership or leasing of the Purchased Assets or the conduct of the Business. Sellers have full power and authority to own or lease and to operate and use the Purchased Assets and to carry on the Business as now conducted.
(b) True and complete copies of the Certificate or Articles of Incorporation and all amendments thereto and of the by-laws, as amended to date, of each Seller have been delivered to Buyer.
Organization of Sellers. (a) Each of the Sellers is duly formed, incorporated or organized and validly existing under the laws of the jurisdiction of its incorporation or formation.
(b) None of the Sellers is bankrupt or insolvent and each Seller and/or, to the extent applicable, its respective shareholder(s) have not held or convened a meeting in respect of or are involved in or subject to any bankruptcy or insolvency proceedings.
Organization of Sellers. Each Seller and the Acquired Company is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation (to the extent such concept is recognized in such jurisdiction). Each Seller has the organizational power and authority necessary to execute, deliver and perform its obligations under this Agreement and each other Transaction Document, to the extent that it is a party thereto, and to consummate the transactions contemplated hereby and thereby to be consummated by it. Each Asset Seller and the Acquired Company has the organizational power and authority necessary to own, lease or use its assets as currently owned, leased or used by it and conduct its business as currently conducted by it.
Organization of Sellers. Each Seller has been duly organized and is validly existing as a corporation or limited liability company, as applicable, under the Laws of the Commonwealth of Virginia. Each Seller has the requisite power and authority to own or lease its properties and to conduct its business as it is now being conducted. Each Seller is duly licensed, qualified or registered to do business as a foreign Person in all jurisdictions in which it is required to be so licensed, qualified or registered, except where failure to be so licensed or qualified would not reasonably be expected to prevent, materially delay, materially impair or otherwise have a material adverse effect on, the ability of such Seller to enter into this Agreement or any other agreement contemplated hereby to which such Seller is a party or consummate the transactions contemplated hereby or thereby.
