Organization, Standing and Foreign Qualification. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has the corporate power and authority to carry on its business as now conducted and to own, lease and operate the assets which it now owns, leases and operates. Buyer is duly qualified or licensed to transact business as a foreign corporation in those jurisdictions in which the character of the assets owned, leased or operated by it and the nature of its business requires such qualification and/or licensing.
Organization, Standing and Foreign Qualification. (a) SELLER CO is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Montana and has the power and authority to carry on its business as now conducted and to own, lease and operate the assets which it now owns, leases and operates. SELLER CO is duly qualified or licensed to transact business as a foreign corporation in those jurisdictions in which the character of the assets owned, leased or operated by it and the nature of its business requires such qualification and/or licensing.
Organization, Standing and Foreign Qualification. BUYER CO is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Colorado and has the power and authority to carry on its business as now conducted and to own, lease and operate the assets which it now owns, leases and operates. BUYER CO is duly qualified or licensed to transact business as a foreign corporation in those jurisdictions in which the character of the assets owned, leased or operated by it and the nature of its business requires such qualification and/or licensing.
Organization, Standing and Foreign Qualification. Each of Vendell and the Vendell Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the power and authority to carry on the Business in the places as it has been and is now being conducted and to own and lease the Assets. Each of Vendell and the Vendell Subsidiaries is duly qualified and licensed to transact the Business and is in good standing as a foreign corporation in all jurisdictions in which the conduct of the Business and the ownership or leasing of the Assets makes such qualification and licensing necessary, except to the extent such failure to qualify would not have a Material Adverse effect on the Business of such Seller. Copies of (i) the articles or certificate of incorporation and all amendments thereto, (ii) the bylaws, as amended, and (iii) the corporate minutes of each of Vendell and the Vendell Subsidiaries, all of which have been made available to CCS for review, are true and complete and in effect on the date of this Agreement, and accurately reflect all material proceedings of the Stockholders and Board of Directors and all committees thereof of each of Vendell and the Vendell Subsidiaries.
Organization, Standing and Foreign Qualification. Each of CCS and the CCS Subsidiaries is, or with respect to the CCS Subsidiaries will be on the Closing Date, a corporation duly organized and validly existing and is in good standing under the laws of the state of its incorporation and has all necessary corporate power to own its properties and assets and to carry on its business as presently conducted. Each of CCS and the CCS Subsidiaries is, or with respect to the CCS Subsidiaries will be on the Closing Date, duly qualified and licensed to transact business and is in good standing as a foreign corporation in all jurisdictions in which the conduct of its business and the ownership or leasing of assets or properties makes such qualification and licensing necessary. Copies of (i) the articles or certificate of incorporation and all amendments thereto, (ii) the bylaws, as amended, and (iii) the corporate minutes of each of CCS and the CCS Subsidiaries, which have been made available to Vendell for review, are true and complete and in effect on the date of this Agreement and accurately reflect all proceedings of the shareholders and Board of Directors and all committees thereof of each of CCS and the CCS Subsidiaries.
Organization, Standing and Foreign Qualification. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of North Carolina with the corporate power and authority to carry on its business and to own, lease, and operate its Assets. Seller is duly qualified or licensed to transact business as a foreign corporation in good standing in the jurisdictions listed in Schedule 3.1, and the character of its Assets or the nature of its business do not require such qualification or licensing in any other jurisdiction wherein the failure to be duly qualified or licensed is reasonably likely to have a Material Adverse Effect on Seller. Copies of Seller's Articles of Incorporation and all amendments thereto (certified by the Secretary of State of the State of North Carolina) and Seller's Bylaws and all amendments thereto (certified by the Secretary of Seller), are attached hereto as part of Schedule 3.1. Copies of the corporate minutes of Seller, which have been or will be made available to Purchaser for review, accurately reflect all proceedings of the shareholders and the Board of Directors (and all committees thereof) of Seller.
Organization, Standing and Foreign Qualification. Purchaser is a banking corporation duly organized, validly existing, and in good standing under the Laws of the State of Delaware, with the corporate power and authority to carry on its business and to own, lease, and operate its Assets. Purchaser is duly qualified or licensed to transact business as a foreign corporation in good standing in all jurisdictions in which the failure to be duly qualified or licensed could have a Material Adverse Effect with respect to Purchaser.
Organization, Standing and Foreign Qualification. The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has the full power and authority to carry on its business in the places it is now being conducted and to own and lease the assets of the business which it now owns or leases.
Organization, Standing and Foreign Qualification. 3.1.1 The Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation as set forth in Schedule 3.1.1 of the Disclosure Letter and has full corporate power and authority to carry on its business as it is now being conducted and to own and lease the properties and assets which it now owns or leases.
Organization, Standing and Foreign Qualification. 3.1.1. Each of the Acquired Company and the Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the respective jurisdiction of its incorporation as set forth in EXHIBIT 3.1 and has the requisite corporate power and authority to carry on its business in the places and as it is now being conducted and to own and lease the properties and assets that it now owns or leases. 3.1.2. Each of the Acquired Company and the Subsidiaries is duly qualified and/or licensed to transact business and in good standing as a foreign corporation in the jurisdictions listed in EXHIBIT 3.1 hereto, and the character of the property owned or leased by the Acquired Company and the Subsidiaries and the nature of the business conducted by them do not require such qualification and/ or licensing in any other jurisdiction where the failure to so qualify would have a Material Adverse Effect upon the Acquired Company. 3.2
