Organization, Power, Standing and Qualification. Owner has been duly organized and is in good standing and validly existing under the laws of the state of its organization.
Organization, Power, Standing and Qualification. Seller 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 carry on its business as it is now being conducted and to own and operate the properties and assets now owned and operated by it. Seller has delivered to Buyer complete and correct copies of its Certificate of Incorporation and By-laws (“Organizational Documents”). Seller is duly qualified to do business and in good standing in each jurisdiction where the conduct of its business or the ownership or operation of its assets requires such qualification except where failure to be so qualified or in such good standing will not result in a Material Adverse Effect.
Organization, Power, Standing and Qualification. The QI has been duly organized and is in good standing and validly existing under the laws of the state of Delaware. Except as otherwise required by applicable law, the QI will only qualify to do business or register as a sales and use tax vendor in those states requested in writing by a Legal Entity, and all costs and expenses of same shall be paid solely by such Legal Entity. The QI shall at all times operate in a manner consistent with its certificate of incorporation and its bylaws.
Organization, Power, Standing and Qualification. Such Legal Entity has been duly organized and is in good standing and validly existing under the laws of the state of Delaware.
Organization, Power, Standing and Qualification. Buyer has been duly organized, and is validly existing and in good standing under the Laws of the State of Delaware, and it has the full power and authority (corporate or otherwise) to carry on its business as it is now being conducted and to own and operate the properties and assets owned and operated by it.
Organization, Power, Standing and Qualification. Network-1 is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Network-1 has all requisite corporate power and authority to enter into and perform this Agreement.
Organization, Power, Standing and Qualification. Seller is a corporation duly incorporated, validly existing under the Laws of Washington, and has all requisite corporate power and authority to carry on the Business as currently conducted by it. Seller is duly qualified to do business as a foreign corporation and in good standing (to the extent applicable) in each jurisdiction in which the ownership of the portion of the Assets owned by it and the conduct of the Business by it makes such qualification or good standing necessary, except for any failure to be so qualified or in good standing that would not, individually or in the aggregate, have a Seller Material Adverse Effect. Seller has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and each Ancillary Agreement to which it is a party. Shareholder has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and each Ancillary Agreement to which it is a party. Shareholder constitutes the sole shareholder of Seller.
Organization, Power, Standing and Qualification. VPI is a corporation duly organized, validly existing, and in good standing under the laws of the State of California and has full corporate power and authority to carry on its business as it is now being conducted, and to own, lease, and use the properties and assets that it purports to own, lease or use. VPI is duly qualified to do business and is in good standing in California and, as of the Closing Date, is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, other than jurisdictions in which the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, of the business operations or income of VPI. SECTION 3.1 OF THE DISCLOSURE SCHEDULE attached hereto as EXHIBIT B (the "Disclosure Schedule") contains a complete and accurate list of each jurisdiction in which VPI is authorized to do business.
Organization, Power, Standing and Qualification. Seller is a corporation duly incorporated, validly existing under the Laws of Massachusetts, and has all requisite corporate power and authority to carry on the Business as currently conducted by it. Seller is duly qualified to do business as a foreign corporation and in good standing (to the extent applicable) in each jurisdiction in which the ownership of the portion of the Purchased Assets owned by it and the conduct of the Business by it makes such qualification or good standing necessary, except for any failure to be so qualified or in good standing that would not, individually or in the aggregate, have a Seller Material Adverse Effect. Seller has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and each Ancillary Agreement to which it is a party.
Organization, Power, Standing and Qualification. Seller is a ----------------------------------------------- corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and Seller is duly authorized, qualified and licensed to do business as a foreign corporation and is in good standing under the laws of Arizona. Seller has all requisite corporate power and authority to enter into and perform the Transaction Agreements.
