Organization; Qualification; Good Standing Sample Clauses

Organization; Qualification; Good Standing. (a) The Company and each of its Subsidiaries (i) are corporations duly incorporated, validly existing and in good standing under the laws of the state of their respective incorporation or organization, (ii) have the power and authority to own and operate their respective properties and assets and to transact their respective Businesses and (iii) are duly qualified and authorized to do business and are in good standing in all jurisdictions where the failure to be duly qualified, authorized and in good standing would have a Material Adverse Effect upon their respective Businesses, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise). Listed in the Disclosure Schedule is a true and complete list of all jurisdictions in which the Company or any of its Subsidiaries is qualified to do business. (b) There is no Legal Proceeding or Order pending or, to the knowledge of the Company or the Seller, threatened against or affecting the Company or any of its Subsidiaries revoking, limiting or curtailing, or seeking to revoke, limit or curtail the Company's or any of its Subsidiaries' power, authority or qualification to own, lease or operate their respective properties or assets or to transact their respective Businesses. (c) True and complete copies of the Company's and each of its Subsidiaries' articles or certificate of incorporation, bylaws and other constitutive documents are attached as part of the Disclosure Schedule. Except as set forth in the Disclosure Schedule, the minute books of the Company and each of its Subsidiaries, as heretofore made available to the Purchaser, are correct and complete in all material respects.

Organization; Qualification; Good Standing. (a) The Seller (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation or organization, (ii) has the power and authority to own and operate its properties and assets and to transact the Business and (iii) is duly qualified and authorized to do business and is in good standing in all jurisdictions where the failure to be duly qualified, authorized and in good standing would have a Material Adverse Effect upon the Seller's Business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise). Listed in the Disclosure Schedule is a true and complete list of all jurisdictions in which the Seller is qualified to do business. (b) There is no Legal Proceeding or Order pending or, to the knowledge of either of the Seller or the Shareholders, threatened against or affecting the Seller revoking, limiting or curtailing, or seeking to revoke, limit or curtail the Seller's power, authority or qualification to own, lease or operate its properties or assets or to transact the Business. (c) True and complete copies of the Seller's articles or certificate of incorporation, bylaws and other constitutive documents are attached to this Agreement as part of the Disclosure Schedule. Except as set forth in the Disclosure Statement, the minute books of the Seller, as heretofore made available to the Purchaser or Parent, are correct and complete in all material respects.

Organization; Qualification; Good Standing. Each of Shurgard and the Merger Subsidiary is a corporation duly organized and validly existing under the laws of the State of Washington and has the requisite corporate power and authority to own, operate and lease its properties and assets and to carry on its business as it is now being conducted. Each of Shurgard and the Merger Subsidiary is duly qualified to do business licensed as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualified would not have a Shurgard Material Adverse Effect.

Organization; Qualification; Good Standing. (a) Each of the Corporations is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and has the requisite corporate power and authority to own, operate and lease the Properties and to carry on the Business as it is now being conducted. Each of the Corporations is duly qualified to do business licensed as a foreign corporation and is in good standing in each jurisdiction in which the nature of the Business or the ownership or leasing of the Properties makes such qualification necessary. (b) Each of the LLCs is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Minnesota and has all requisite power and authority to own, operate and lease the Properties and to carry on the Business as it is now being conducted. Each of the LLCs is duly qualified to do business licensed as a foreign limited liability company and is in good standing in each jurisdiction in which the nature of the Business or the ownership or leasing of the Properties makes such qualification necessary.

Organization; Qualification; Good Standing. The Seller (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation or organization, (ii) has the power and authority to own and operate its properties and assets and to transact the Business and (iii) is duly qualified and authorized to do business and is in good standing in all jurisdictions where the failure to be duly qualified, authorized and in good standing would have a Material Adverse Effect upon the Seller's Business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise). Listed in the Disclosure Schedule is a true and complete list of all jurisdictions in which the Seller is qualified to do business.

Organization; Qualification; Good Standing. (a) The Seller (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California, (ii) has the power and authority to own and operate its properties and assets and to transact the Business and (iii) is duly qualified and authorized to do business and is in good standing in all jurisdictions where it is required to qualify and be authorized to do business. Attached to this Agreement as Schedule 3.1(a) is a true and complete list of all jurisdictions in which the Seller is qualified to do business. (b) Attached to this Agreement as Schedule 3.1(b) is a true and complete list of all jurisdictions in which the Seller has granted the right to develop or operate franchises and businesses using any of the Seller’s Trademarks. (c) There is no Legal Proceeding or Order pending or, to the Knowledge of the Seller or any Shareholder, threatened against or affecting the Seller revoking, limiting or curtailing, or seeking to revoke, limit or curtail the Seller’s power, authority or qualification to own, lease or operate its properties or assets or to transact the Business. (d) True and complete copies of the Seller’s Organizational Documents are attached to this Agreement as Schedule 3.1(d).

Organization; Qualification; Good Standing. (a) Morningstar is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. Morningstar has all requisite power and authority to carry on its business as presently conducted and as presently proposed to be conducted, to carry out the transactions contemplated in this Agreement, the Restated Operating Agreement and the Management Services Agreement and to issue and sell the Shurgard Units to Shurgard. Morningstar is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure so to register or qualify would not have a Material Adverse Effect. (b) The copy of the Operating Agreement attached hereto as Exhibit B is an accurate and complete copy of the Operating Agreement.

Organization; Qualification; Good Standing. GM is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware. GM has all requisite power and authority to carry on its business as presently conducted, to execute and deliver this Agreement and to carry out the transactions contemplated herein. GM is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to be so qualified would have a material adverse effect on its business or property.

Organization; Qualification; Good Standing. (a) Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation. Buyer (i) has the full power and authority to own, lease, license and operate its properties and assets and (ii) is duly qualified and authorized to transact business and is in good standing in all jurisdictions in which the ownership, leasing, licensing or operating of its respective properties or the conduct of its business requires such qualification, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect upon the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of Buyer. (b) There is no Legal Proceeding or Order pending or, to the Knowledge of Buyer, threatened against or affecting Buyer that revokes, limits or curtails, or seeks to revoke, limit or curtail, Buyer's power, authority or qualification to transact business.

Organization; Qualification; Good Standing. (a) IPGH is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Washington. IPGH has all requisite power and authority to carry on its business as presently conducted and as presently proposed to be conducted, and as applicable, to carry out the transactions contemplated in this Agreement, the Operating Agreement and the Biodiesel Purchase Agreement, and to issue the RCL Units to RCL. IPGH is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure so to register or qualify would not have a Material Adverse Effect. (b) The copy of the Operating Agreement attached hereto as Exhibit A is an accurate and complete copy of the Operating Agreement.