Organization, Qualification and Authorization. Borrower is a corporation, validly existing and in good standing under the laws of the State of Minnesota; has the power and authority to own its property and to carry on its business as now being conducted; and is duly qualified and licensed to do business, and is in good standing, in every jurisdiction in which the nature of the business in which it is engaged makes such qualification or licensing necessary.
Organization, Qualification and Authorization. Each Guarantor is a corporation, validly existing and in good standing under the laws of the State of Minnesota; has the power and authority to own its property and to carry on its business as now being conducted; and is duly qualified and licensed to do business, and is in good standing, in every jurisdiction in which the nature of the business in which it is engaged makes such qualification or licensing necessary.
Organization, Qualification and Authorization. Purchaser is a corporation duly organized and validly existing under the laws of the State of Ohio. Purchaser has the power to execute and deliver this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser and, assuming its due authorization, execution and delivery by each Stockholder, constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.
Organization, Qualification and Authorization. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Minnesota. The Company is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required except where any failure to be so qualified would not have a material adverse effect on the business or the assets or the financial condition or the results of operations of the Company, in each case taken as a whole (a "Material Adverse Effect"). The Company has full corporate power and authority and all licenses, permits, and authorizations necessary to carry on its business as currently conducted by it and to own and use the properties owned and used by it. The Company has taken all corporate action which is necessary to authorize the execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated herein. The Seller has delivered to the Buyer correct and complete copies of the articles of incorporation and bylaws of the Company (as amended to date). The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of the Company are correct and complete in all material respects. Schedule 4.1 of the Disclosure Schedule lists all of the officers and directors of the Company. The Company is not in violation of any provision of its articles of incorporation or bylaws.
Organization, Qualification and Authorization. Each of the Buyer and the Merger Subsidiary is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Buyer and the Merger Subsidiary each has full corporate power and authority to carry on its business as currently conducted by it and to own and use the properties owned and used by it. The Buyer has delivered to the Seller correct and complete copies of the articles of incorporation and bylaws of the Buyer (as amended to date).
Organization, Qualification and Authorization. Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois; has the power and authority to own its property and to carry on its business as now being conducted; and is duly qualified and licensed to do business, and is in good standing, in every jurisdiction in which the nature of the business in which it is engaged makes such qualification or licensing necessary.
Organization, Qualification and Authorization. Borrower and each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its state of organization; has the power and authority to own its property and to carry on its business as now being conducted; and is duly qualified and licensed to do business, and is in good standing, in every jurisdiction where the failure to qualify would, or would reasonably be expected, to constitute a Material Adverse Occurrence. Borrower and each Subsidiary has all requisite power and authority to conduct its business, to own its properties and to execute and deliver, and to perform all of its obligations under, the Loan Documents. Within the last twelve (12) months, Borrower and each Subsidiary has done business solely under the names set forth in SCHEDULE 5.1 hereto. The chief executive office and principal place of business of Borrower is located at the address set forth in SCHEDULE 5.1 hereto, and all records relating to the business of such Borrower are kept at that location and at 000 Xxxxx Xxxx Xxxxxx, Xxxxx X000, Xxxxx Xxxxxxx, Xxxxxxxxxx 00000. The taxpayer identification number of Borrower is set forth on SCHEDULE 5.1 hereto.
Organization, Qualification and Authorization. Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada; has the power and authority to own its property and to carry on its business as now being conducted; and is duly qualified and licensed to do business, and is in good standing, in every jurisdiction in which the nature of the business in which it is engaged makes such qualification or licensing necessary.
Organization, Qualification and Authorization. (a) CareFirst is a nonprofit, non-stock corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; each CareFirst Subsidiary is listed on the CareFirst Disclosure Schedule. Each Primary CareFirst Insurer is a non-stock corporation of which CareFirst is the sole member and is duly organized, validly existing and in good standing under the laws of its state of formation. Each CareFirst Company (other than CareFirst and the Primary CareFirst Insurers) has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of formation, which jurisdictions are listed on the CareFirst Disclosure Schedule.
Organization, Qualification and Authorization. (a) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; each Purchaser Subsidiary is listed in the Purchaser SEC Filings or on the Purchaser Disclosure Schedule. Each Purchaser Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, which jurisdictions are listed on the Purchaser Disclosure Schedule.
