Organization of the Companies. Each of the Companies is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has the requisite limited liability company or partnership power and authority to own or lease its assets and to conduct its business as it is now being conducted. Each of the Companies is duly licensed or qualified 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 on the Companies. Seller has made available to Buyer true copies of all existing Organizational Documents of the Companies.
Organization of the Companies. Each Company has been duly organized or created, is validly existing and is in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Laws of the respective jurisdictions of their formation or creation. Each Company is qualified to do business in all jurisdictions where the failure to qualify would reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect.
Organization of the Companies. Each of the Companies are ----------------------------- corporations duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, has full corporate power and authority to conduct the Business as presently being conducted and as proposed to be conducted and to own and lease its properties and Assets. Except as set forth on the Disclosure Schedule, each of the Companies is duly qualified to do ------------------- business as a foreign corporation and is in good standing in each jurisdiction in which such qualification is necessary or required under applicable law as a result of the conduct of the Business or the ownership of its Assets or properties. Each jurisdiction in which each of the Companies is qualified to do business as a foreign corporation is listed on the Disclosure Schedule. -------------------
Organization of the Companies. Each of the Partnership Companies is duly incorporated, formed or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, formation or organization and has all requisite entity power and authority to own or lease its assets and to conduct its business as it is now being conducted.
Organization of the Companies. Each of the Purchased Companies is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has the requisite limited liability company or partnership power and authority to own or lease its assets and to conduct its business as it is now being conducted. Each of the Purchased Companies is duly licensed or qualified 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 on any of the Purchased Companies. Sellers have made available to Buyer true copies of all existing Organizational Documents of each of the Purchased Companies.
Organization of the Companies. (a) Company A is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Georgia and has all requisite power to own, lease and operate its assets or properties (including, if applicable, any of the Bulk Assets) and to carry on its business (including, if applicable, any portion of the Bulk Gas Business) as now being conducted. Company B is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Texas and has all requisite power to own, lease and operate its assets or properties (including, if applicable, any of the Bulk Assets) and to carry on its business (including, if applicable, any portion of the Bulk Gas Business) as now being conducted.
Organization of the Companies. (a) Each of Stockholder, the Companies, Pickxxx xxx Southeastern is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation with requisite corporate power and authority to own, lease and operate its properties and to carry on its business (or non-profit purpose, in the case of Pickxxx xxx Southeastern) as now being conducted therein, and is duly qualified to do business as a foreign corporation in each jurisdiction in which the failure to be so qualified would have a Material Adverse Effect on any Company.
Organization of the Companies. (a) Each of the Companies is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted. (b) The Sellers have heretofore delivered to the Buyer complete and correct copies of the Constitutional Documents of the Companies as currently in effect and the other Corporate Records. The Corporate Records are accurate in all material respects and all corporate proceedings and actions reflected therein have been conducted or taken in compliance with all applicable Laws and in compliance with the Constitutional Documents. None of the Companies is in default under or in violation of its Constitutional Documents.
Organization of the Companies. (a) Except as set forth in Schedule 4.3(a), each of the Companies is duly organized and validly existing under the Laws of its jurisdiction of incorporation, and it is not the subject of any judicial composition proceedings, bankruptcy proceeding or any similar action or any judgment or shareholders’ resolution of dissolution, and no facts exist that would result in the occurrence of any such event.
Organization of the Companies. (a) KEIC is an insurance company duly organized, validly existing and in good standing under the laws of Illinois, and except as set forth on Schedule 5.3(a), has all insurance company powers required to own, lease and operate all of its properties and assets and to carry on its business as now conducted. KEIC is duly qualified to do business as a foreign insurance company and is in good standing in each jurisdiction where such qualification is necessary, except where the failure to have such qualification would not materially impact KEIC or the conduct of its business. Schedule 5.3(a) lists the directors and officers of KEIC. Sellers have made available or delivered to Buyer a true and correct copy of KEIC's Articles of Incorporation and By-laws, each as amended to date, and such Articles of Incorporation and By-laws are in full force and effect as of the date hereof.
