ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING. Each of the Company and its Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation and has all requisite corporate or other power and authority to own, lease and operate its properties and other assets and to carry on its business as presently conducted and as proposed to be conducted. Each of the Company and its Subsidiaries is duly qualified and in good standing to transact business as a foreign Person in those jurisdictions listed on Schedule 4.1, which constitute all the jurisdictions in which the character of the property owned, leased or operated by the Company or such Subsidiary or the nature of the activities conducted by the Company or such Subsidiary makes such qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect. eXstatic is a wholly owned subsidiary of the Company. The Company has delivered to the Purchasers a correct and complete copy of the Amended and Restated Certificate of Incorporation of the Company in effect on the date hereof (the "Certificate of Incorporation"). A copy of the Amended and Restated By-laws of the Company in effect on the date hereof (the "By-laws") is filed as an exhibit to the Commission Filings.
ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING. The Company and each of its Subsidiaries are corporations duly organized, validly existing and in good standing under the respective Laws of the jurisdiction of their incorporation and have all requisite power and authority (corporate or otherwise) to own, lease and operate their respective assets and properties and to carry on their respective businesses (all of which collectively comprise the Business) as presently conducted. The Company and each of its Subsidiaries are duly qualified and in good standing to transact business as a foreign Person in those jurisdictions set forth on Schedule 4.1, which jurisdictions constitute all of the jurisdictions in which the character of the property owned, leased or operated by the Company or such Subsidiaries or the nature of the business or activities conducted by the Company or such Subsidiaries makes such qualification necessary. The Purchaser has been furnished with true, correct and complete copies of the Charter Documents of the Company and each of its Subsidiaries, in each case as amended and in effect on and as of the date this representation is being made and is deemed made hereunder. Except as set forth on Schedule 4.1, neither the Company nor any of its Subsidiaries has (i) engaged in any business or activity other than the Business, or (ii) used any trade name or assumed name or other corporate name at any time.
ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority (corporate and otherwise) to own, lease and operate its assets and properties and to carry on its business as presently conducted. The Company is duly qualified and in good standing to transact business as a foreign corporation in those jurisdictions set forth on Schedule -------- 4.1(a), which constitute all the jurisdictions in which the character of the ------ property owned, leased or operated by such entity or the nature of the business or activities conducted by such entity makes such qualification necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. Purchaser has been furnished with true, correct and complete copies of the Company's Charter and the Company's By-Laws, in each case as amended and in effect on the date hereof.
(b) Each Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority (corporate and otherwise) to own, lease and operate its assets and properties and to carry on its business as presently conducted. Each Subsidiary is duly qualified and in good standing to transact business as a foreign corporation in those jurisdictions set forth on Schedule -------- 4.1(b), which constitute all the jurisdictions in which the character of the ------ property owned, leased or operated by such entity or the nature of the business or activities conducted by such entity makes such qualification necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. Purchaser has been furnished with true, correct and complete copies of the organizational documents of each Subsidiary, including all certificates or articles of incorporation, formation, or partnership, all bylaws, partnership agreements, operating agreements, limited liability company agreements or other organizational documents, in each case as amended and in effect on the date hereof.
(c) Except as set forth on Schedule 4.1(c), neither the Company nor --------------- any Subsidiary has (i) within the last three years, engaged in any business other than the Business and (ii) used within the last three years any other trade name or assumed names.
ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING. The Company and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority (corporate and otherwise) to own, lease and operate its assets and properties and to carry on its business as presently conducted and as presently proposed to be conducted. The Company and each of its Subsidiaries is duly qualified and in good standing to transact business as a foreign Person in the respective jurisdictions set forth on Schedule 3.1, which constitute all the jurisdictions in which the character of the property owned, leased or operated by the Company and each of its Subsidiaries or the nature of the business or activities conducted by the Company and each of its Subsidiaries makes such qualification necessary, except where such failure to so qualify has not had nor could reasonably be expected to have a Material Adverse Effect on the Company and each of its Subsidiaries taken together as a whole. The Purchasers have been furnished with true, correct and complete copies of the Fundamental Documents of the Company and each of its Subsidiaries, in each case as amended and in effect on the date hereof. The Company has never engaged in any businesses other than the Business.
ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING. (a) CT Sub is a corporation. The Partnership is a general partnership. The Parent was incorporated on October 31, 1983 in the State of California. CT Sub was incorporated on May 1, 1984 in the State of Delaware. M Sub was incorporated on October 8, 1987 in the State of California. The Partnership was formed on March 7, 1985 in the State of California.
(b) Each Seller and each Entity is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority (corporate and otherwise) to own, lease and operate its assets and properties and to carry on its business as presently conducted.
(c) Each Seller and each Entity is duly qualified and in good standing to transact business as a foreign Person in those jurisdictions set forth opposite its name on SCHEDULE 3.2(c), which constitute all the jurisdictions in which the character of the property owned, leased or operated by such Person or the nature of the business or activities conducted by such Person makes such qualification necessary other than those jurisdictions in which the failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect.
(d) The Purchasers have been furnished with true, correct and complete copies of the Organizational Documents of each Entity and each Seller, in each case as amended and in effect on the date hereof.
(e) No Entity or Seller has (i) during the five year period prior to the date hereof, engaged in any business other than the Business or as otherwise set forth opposite its name on SCHEDULE 3.2(e)(i) and (ii) within the last five years, used any trade names or assumed names other than the trade names or assumed names set forth opposite its name on SCHEDULE 3.2(e)(ii).
(f) Each Seller has all requisite power and authority (corporate and otherwise) to execute, deliver and perform its obligations under this Agreement and each Related Document to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. Except for the Parent Stockholder Approval, each Seller's execution and delivery of this Agreement and each Related Document to which it is or will be a party, and the performance by each Seller of its obligations hereunder and thereunder have been duly and validly authorized by all requisite corporate action on the part of such Seller, and this Agreement and each Related Document to which either Seller is or wil...
ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING. Each Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority to own, lease and operate its assets and properties and to carry on its business as presently conducted and as presently proposed to be conducted. Each Company is duly qualified and in good standing to transact business as a foreign Person in those jurisdictions set forth on SCHEDULE 6.1, which constitute all the jurisdictions in which the character of ------------ the property owned, leased or operated by such Company or the nature of the business or activities conducted by such Company makes such qualification necessary. The Purchaser has been furnished with true, correct and complete copies of the Charter Documents of each Company in each case as amended and in effect on and as of the date this representation is being made and is deemed made. Except as set forth on SCHEDULE 6.1, no Company has (i) engaged in any ------------ business or activity other than the Business or (ii) used within the last five years any trade name or assumed names.
ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING. (a) Each of the Company and each of its Subsidiaries is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to own, lease and operate its assets and properties and to carry on its business as currently conducted, except where it would not have a Material Adverse Effect on the Company.
(b) Each of the Company and each of its Subsidiaries is duly qualified and in good standing to transact business as a foreign Person in those jurisdictions set forth opposite its name on Schedule 3.1(b), which constitute all the jurisdictions in which it owns, leases, or operates property or the nature of the business or activities currently conducted by it makes such qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect on the Company.
(c) Purchaser has been furnished with true, correct and complete copies of each Organizational Document of the Company and each of its Subsidiaries.
ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee and has all requisite power and authority (corporate or otherwise) to own, lease and operate its assets and properties and to carry on its business as presently conducted and as presently proposed to be conducted.
ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING. Each of Gaiam and its Subsidiaries is duly organized, validly existing and in good standing under the Applicable Laws of its respective jurisdiction of incorporation or formation and has all requisite corporate or other power and authority to own, lease and operate its properties and other assets and to carry on its business as presently conducted and as proposed to be conducted. Each of Gaiam and its Subsidiaries is duly qualified, validly existing and/or in good standing to transact business as a foreign Person in those respective jurisdictions which constitute the jurisdictions in which the character of the property owned, leased or operated by Xxxxx or such Subsidiary or the nature of the activities conducted by Gaiam or such Subsidiary makes such qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect. A copy of the Amended and Restated Articles of Incorporation of Gaiam in effect on the date hereof (the “Articles of Incorporation”) and Restated By-laws of Gaiam in effect on the date hereof (the “By-laws”) is filed as an exhibit to the Commission Filings.
ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING. Wisdom was formed on December 30, 2004 and conducted no business prior to its acquisition of assets on March 17, 2005. Each of Wisdom and its Subsidiaries is duly organized, validly existing and in good standing under the Applicable Laws of its respective jurisdiction of incorporation or formation and has all requisite corporate or other power and authority to own, lease and operate its properties and other assets and to carry on its business as presently conducted and as proposed to be conducted. Except as set forth on Schedule 5.1(a), each of Wisdom and its Subsidiaries is duly qualified, validly existing and/or in good standing to transact business as a foreign Person in those respective jurisdictions in which the character of the property owned, leased or operated by Wisdom or such Subsidiary or the nature of the activities conducted by Wisdom or such Subsidiary makes such qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect. A copy of the Wisdom LLC Agreement in effect on the date hereof has been delivered to Gaiam.
