Organization of the Acquired Companies. (a) Each of the Company and its Subsidiaries is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of its state of incorporation or formation, as applicable. The Company and each of its Subsidiaries has the corporate or limited liability company power, as applicable, to own, operate, distribute and lease its properties and to conduct its business as now being conducted and as currently proposed by it to be conducted and is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified and in good standing, individually or in the aggregate with any such other failures, would reasonably be expected to result in a Material Adverse Effect. None of the Company nor any of its Subsidiaries is in violation of any of the provisions of its Charter Documents.
(b) Section 3.1(b) of the Company Disclosure Schedule sets forth a correct and complete list of: (i) the names of the members of the board of directors or managers, as applicable, of the Company and each of its Subsidiaries and (ii) the names and titles of the officers of the Company and each of its Subsidiaries, in each case as of the Agreement Date.
(c) Section 3.1(c) of the Company Disclosure Schedule lists every state or foreign jurisdiction in which any of the Acquired Companies has employees or facilities as of the Agreement Date (specifying the existence of employees or facilities in each such state or jurisdiction).
(d) The Company has made available correct and complete copies of the Company’s and each of its Subsidiaries’ certificate of incorporation or certificate of formation (the “Formation Documents”), bylaws, limited liability company agreements and other governing documents, each as amended and in full force and effect on the Agreement Date (collectively, the “Charter Documents”). The board of directors (or equivalent body) of the Company and each of its Subsidiaries has not approved any amendment to any of the current Charter Documents, other than in connection with the Transactions.
Organization of the Acquired Companies. Each of the Acquired Companies is a corporation duly incorporated and validly subsisting under the Laws of its jurisdiction of incorporation and has the requisite corporate power and authority, and holds all material licenses and permits required for it, to own or lease its property and assets and to carry on its business as currently conducted by it. Each of the Acquired Companies is registered, licensed or otherwise qualified as an extra-provincial corporation or a foreign corporation in each jurisdiction where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified, other than those jurisdictions where the failure to be so registered, licensed or otherwise qualified would not have a Material Adverse Effect in respect of the Acquired Companies taken as a whole.
Organization of the Acquired Companies. Such Acquired Company is a corporation or limited liability company, as set forth on Schedule 3.01, duly incorporated or formed, as applicable, validly existing and in good standing under the Laws of its jurisdiction of organization, as set forth on Schedule 3.01, and is duly qualified, licensed or admitted to do business as a foreign entity and is in good standing in every jurisdiction in which the operation of its business or the ownership of its assets requires it to be so qualified, licensed, admitted or in good standing, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Schedule 3.01 lists all of the jurisdictions in which such Acquired Company is qualified to do business as a foreign corporation or limited liability company.
Organization of the Acquired Companies. (a) Each Acquired Company is a corporation or limited liability company, as the case may be, and is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of organization or formation and has all requisite corporate or limited liability company power and authority to own, lease, construct, operate and maintain its properties and assets and to conduct its portion of the Business as it is now being conducted. Each Acquired Company is duly licensed or qualified and in good standing in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not reasonably be expected to have a Material Adverse Effect. All such jurisdictions in which the Acquired Companies are organized and qualified to do business are listed in Schedule 4.1. The Acquired Companies have no ongoing business activities, and no Liabilities, other than in connection with the Business and, prior to the Closing, the Company’s ownership of the equity interests in Enstor Energy Services.
(b) Seller has made available to Buyer in the Data Site true and complete copies of all existing Organizational Documents, as amended to date, of the Acquired Companies, and such Organizational Documents, as so amended, are in full force and effect. No Acquired Company is in default under, or in violation of, any provision of its Organizational Documents.
Organization of the Acquired Companies. The Company is a corporation duly formed, validly existing and in good standing under the Laws of the State of Delaware. Each other Acquired Company is a corporation or limited liability company duly organized, validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its formation or organization. Each Acquired Company is duly qualified to do business and in good standing in each jurisdiction in which it leases Real Property or conducts business and is required to so qualify except where the failure to so qualify has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has delivered or made available to Parent true and complete copies of the certificate of organization and bylaws, or other organizational documents, of each of the Acquired Companies, each as amended and otherwise in effect as of the date hereof.
Organization of the Acquired Companies. Each Acquired Company (a) is an entity duly formed, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation (as applicable) and (b) has all requisite corporate or limited liability company, as applicable, power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. Each Acquired Company is qualified or licensed to do business and is in good standing as a foreign entity in each jurisdiction in which the ownership, use, licensing or leasing of its assets and properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary, except where any Acquired Company’s failure to be so qualified or licensed in any jurisdiction would not be material, individually or in the aggregate, to such Acquired Company.
Organization of the Acquired Companies. Each Acquired Company is duly organized, validly existing and in good standing (to the extent such concept is known or acknowledged in the relevant jurisdiction) under the Laws of its respective jurisdiction and has all requisite power and authority to carry on its business as it is currently conducted and to own, lease and operate its properties where such properties are now owned, leased or operated. Each Acquired Company 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 license necessary, except where the failure to be so qualified or licensed or in good standing would not have a Material Adverse Effect.
