Organization, Power, Standing. Borrower is a corporation duly organized, validly existing in good standing under the laws of the State of Nevada, with its principal executive offices located in Belmont, Massachusetts. Borrower has full corporate power and authority to own or lease all of its properties and assets, and to carry on its business as it is now being conducted. Borrower is duly qualified to do business and is in good standing in the jurisdictions described on Schedule 3.1, except where failure to qualify would not have, or would not reasonably be expected to have, a Material Adverse Effect on Borrower, which constitute all the jurisdictions in which the ownership of its property or the conduct of its business requires such qualification. Except as set forth on Schedule 3.1, Borrower does not have any subsidiaries, does not exercise voting control, directly or indirectly, over any other corporation or business entity, does not own or control any material portion of the shares of stock, partnership interests, membership interests or other securities of any corporation or other business entity, and does not have any investment in any other Person.
Organization, Power, Standing. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own, operate or lease the Assets and to enter into the Transaction Documents and to consummate the Transactions. Seller is duly authorized to conduct business and is in good standing in each jurisdiction where such authorization is required to conduct the Business.
Organization, Power, Standing. Buyer is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power and authority to conduct its business as it has been and is presently being conducted and to enter into the Transaction Agreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Buyer is duly authorized and organized to conduct business and is in good standing in each jurisdiction where such authorization is required to conduct its business as presently conducted by it.
Organization, Power, Standing. (a) Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Colorado. Seller has all requisite limited liability company power and authority to own, operate or lease the Acquired Assets owned, operated and leased by it to conduct the Business as currently conducted as of the date of this Agreement. Seller is duly authorized to conduct business and is in good standing in each jurisdiction where such authorization is required to conduct the Business as currently conducted by it as of the date of this Agreement. True and complete copies of the Articles of Organization and Operating Agreement of Seller, as the same may have been amended to-date, have been made available to Buyer. Such organizational documents are in full force and effect, and Seller is not in violation of any provision of such organizational documents.
Organization, Power, Standing. Buyer is, and will be at Closing, a corporation or other organization duly organized and validly existing and in good standing under the laws of Delaware, with all requisite corporate power and authority to own, operate or lease the Acquired Assets and to conduct the Business as presently conducted and to enter into the Transaction Documents and to consummate the Transactions. Buyer is and will be at Closing, duly authorized to conduct business and in good standing in each jurisdiction where such authorization is required to conduct the Business as presently conducted by it.
Organization, Power, Standing. MCOA is a corporation duly organized, validly existing and in good standing under the laws of the state of Utah. CGI is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada. Each Party has all requisite corporate power and is in good standing in each jurisdiction where such authorization is required to conduct the Business as currently conducted by it as of the date of this Agreement.
Organization, Power, Standing. Each of Seller, Avaya Fed, the Company and each Subsidiary is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to conduct its business as it is now being conducted, except where the failure to have such power and authority would not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company and the Subsidiaries is duly qualified or licensed to do business and (to the extent applicable) is in good standing in each jurisdiction in which the property leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified, licensed and in good standing would not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Seller has made available to Buyer a true and complete copy of the Company’s certificate of incorporation and bylaws and the organizational documents of each Subsidiary, in each case as currently in effect, and no other organizational documents are applicable or binding upon the Company or its Subsidiaries.
Organization, Power, Standing. Buyer is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has the requisite corporate or similar power and authority to conduct its business as it is now being conducted, except where the failure to have such power and authority would not have a material adverse effect on Buyer’s ability to consummate the Transactions. Buyer is duly qualified or licensed to do business and (to the extent applicable) 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 licensing necessary, except where the failure to be so duly qualified, licensed and in good standing would not have a material adverse effect on Buyer’s ability to consummate the Transactions.
Organization, Power, Standing. The Company is a corporation duly organized, validly existing in good standing under the laws of the State of Delaware, with its principal executive offices located in Dallas, Texas. The Company has full corporate power and authority to own or lease all of its properties and assets, and to carry on its business as it is now being conducted. The Company is duly qualified to do business and is in good standing in the jurisdictions described on Schedule 3.1, except where failure to qualify would not have, or would not reasonably be expected to have, a Material Adverse Effect on the Company, which constitute all the jurisdictions in which the ownership of its property or the conduct of its business requires such qualification. Except as set forth on Schedule 3.1, the Company does not have any subsidiaries, does not exercise voting control, directly or indirectly, over any other corporation or business entity, does not own or control any material portion of the shares of stock, partnership interests, membership interests or other securities of any corporation or other business entity, and does not have any investment in any other Person.
Organization, Power, Standing. Buyer, and each other member of the Buyer Group is, a corporation or other organization duly organized and validly existing and in good standing (to the extent such concept exists under the Laws of its jurisdiction its organization) under the Laws of its jurisdiction of organization, with all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as currently conducted and to enter into the Transaction Documents and to consummate the Transactions. Buyer and each other member of the Buyer Group is duly authorized to conduct business and in good standing in each jurisdiction where such authorization is required to conduct the Business as presently conducted.
