Organization of the Buyer Group. Each of the Buyer and MedSource is a ------------------------------ corporation duly organized, validly existing and in good standing under the laws of its respective states of organization or incorporation and has the requisite corporate power and authority to carry on its business as now being conducted, except, as to subsidiaries, for those jurisdictions where the failure to be so organized, existing or in good standing individually or in the aggregate would not have a Material Adverse Effect on MedSource. Each of the Buyer and MedSource is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing individually or in the aggregate would not have a Material Adverse Effect on MedSource. The Buyer Group has heretofore delivered to the Seller Group true and correct copies of the Certificate of Incorporation and Bylaws of each of the Buyer and MedSource as currently in effect.
Organization of the Buyer Group. Each of MedSource and Buyer are corporations and MedSource LLC is a limited liability company. Each of MedSource, MedSource LLC and Buyer is duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business in the manner and in the places as now being conducted. Each of the Buyer, MedSource and MedSource LLC is duly qualified or licensed to do business as a foreign organization and is in good standing in each other jurisdiction in which the nature of the business conducted by it makes such qualification or licensing necessary. The Buyer Group has delivered to the Shareholder true, complete and correct copies of the Certificate of Incorporation and By-laws of each of MedSource and the Buyer and the Certificate of Formation and Limited Liability Company Operating Agreement of MedSource LLC, as currently in effect (all of such documents to be collectively referred to herein as the "Buyer Group Organizational Documents"), and no amendments thereto are pending. Neither MedSource, MedSource LLC nor the Buyer is in violation of its Buyer Group Organizational Documents.
Organization of the Buyer Group. Each of the Buyer and MedSource ------------------------------- is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except, as to subsidiaries, for those jurisdictions where the failure to be so organized, existing or in good standing individually or in the aggregate would not, directly or indirectly, have a Buyer Xxxxx Xxxxxxxx Adverse Effect (as defined in Section 4.9). Each of the Buyer and MedSource is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing individually or in the aggregate would not have a Buyer Xxxxx Xxxxxxxx Adverse Effect. The Buyer has heretofore delivered to the Company true and correct copies of the Certificate of Incorporation and Bylaws of each of the Buyer and MedSource as currently in effect.
Organization of the Buyer Group. Each of the Buyer and Direct Insite is a corporation duly incorporated, validly existing and in good standing under the laws of its respective states of organization or incorporation and has the requisite corporate power and authority to carry on its business as now being conducted, except, as to subsidiaries, for those states in which the failure to be so incorporated, existing or in good standing individually or in the aggregate would not have or be reasonably expected to have a material adverse effect on the condition (financial or otherwise), business, assets or results of operations of Direct Insite either before or following the transactions contemplated hereby (a "Material Adverse Effect on Direct Insite"). Each of the Buyer and Direct Insite is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing individually or in the aggregate would not have a Material Adverse Effect on Direct Insite. The Buyer Group has heretofore delivered to the Seller Group true and correct copies of the Articles of Incorporation and Certificate of Incorporation and Bylaws of each of the Buyer and Direct Insite as currently in effect.
Organization of the Buyer Group. MedSource and Buyer are ------------------------------- corporations duly organized, validly existing and in good standing under the laws of the State of Delaware and have the requisite corporate power and authority to own, lease and operate their respective properties and to carry on their respective businesses in the manner and in the places as now being conducted or proposed to be conducted. Each of the Buyer and MedSource is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business conducted by it makes such qualification or licensing necessary. The Buyer Group has delivered to the Company true, correct and complete copies of the Certificate of Incorporation and Bylaws of each of MedSource and the Buyer, as currently in effect, and no amendments thereto are pending. Neither MedSource nor the Buyer is in violation of any term of its Certificate of Incorporation and its Bylaws.
Organization of the Buyer Group. Each of the Buyer Group Companies is an entity duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation and has full power and authority to conduct its business as and to the extent now conducted and to own, use and lease its Assets. Each of the Buyer Group Companies is duly qualified, licensed or admitted to conduct its business and is in good standing in each jurisdiction where the failure to be so qualified, licensed or admitted would have a Material Adverse Effect on its business.
