Organization of the Company; Authorization. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to enter into this Agreement, the Restated Stockholders' Agreement and the Restated Voting Agreement and to perform all of its obligations hereunder and thereunder, and to own or lease its properties and to engage in its business as presently conducted. The Company is duly qualified and in good standing as a foreign corporation under the laws of each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties. The Company has no subsidiaries, nor does it own any equity interest in, or control directly or indirectly, any other entity.
Organization of the Company; Authorization. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of Nevada with full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action of Buyer and this Agreement constitutes a valid and binding obligation of Buyer, enforceable against it in accordance with its terms.
Organization of the Company; Authorization. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full legal and corporate power and authority to enter into this Agreement and the Stockholders Agreement, to sell and issue the Preferred Shares, and to perform all of its obligations hereunder and thereunder, and to own, lease and operate its assets, properties and business and to engage in its business as presently conducted or contemplated. The Company is duly qualified and in good standing as a foreign corporation under the laws of the State of Pennsylvania and is not required to qualify as a foreign corporation in any other jurisdiction except where the failure to be so qualified would not have a material adverse affect on the Business and Condition of the Company.
Organization of the Company; Authorization. (a) Each of Seller and Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Company has all corporate authority and power to own, lease and operate its properties and assets and to carry on its business as such business is now being conducted. The execution, delivery and performance of this Agreement by Seller and of each Transaction Document by Seller and Company have been duly and validly authorized by all necessary corporate action of the Company and Seller and no other corporate action on the part of the Company or Seller is necessary to authorize this Agreement or to consummate the transactions contemplated hereby and this Agreement constitutes a valid and binding obligation of Seller, enforceable against it in accordance with its terms.
Organization of the Company; Authorization. (a) The Company was ------------------------------------------ incorporated under the laws of the State of Delaware on August 1, 1996, and since such date the Company has not, directly or indirectly, (i) engaged in any business, (ii) entered into any agreements, contracts, guaranties, understandings or other commitments (written or oral), or (iii) incurred any liabilities of any nature (matured or unmatured, fixed or contingent), except:
