Organization, Standing and Organizational Power. The Seller (a) is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware; and (b) has the requisite limited partnership power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets.
Organization, Standing and Organizational Power. (a) The Company is a limited liability company duly formed, validly existing and in good standing under the Laws of the state of Delaware and has all requisite organizational power and authority necessary 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 qualified and licensed to do business and is in good standing in every jurisdiction in which its ownership or lease of properties or assets or the nature of its business makes such qualification or licensing necessary, except where the failure to be so qualified, licensed or in good standing, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(b) True and complete copies of the Company Charter Documents, as in effect on the date hereof, have been provided to CABO. The Company Charter Documents are in full force and effect and the Company is not in default (with or without notice or the lapse of time, or both) under, or in breach or violation of, any provision of the Company Charter Documents.
(c) The Company has made available to CABO true and complete copies of the minute books and securities record books as of the date hereof of the Company in all material respects
Organization, Standing and Organizational Power. (a) Blocker is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted.
(b) True and complete copies of the Blocker Charter Documents, as in effect on the date hereof, have been provided to CABO. The Blocker Charter Documents are in full force and effect and Blocker is not in default (with or without notice or the lapse of time, or both) under, or in breach or violation of, any provision of the Blocker Charter Documents.
(c) Blocker has made available to CABO the minute books and securities record books of Blocker as of the date hereof, and all such minute books and securities record books are true and complete in all material respects.
Organization, Standing and Organizational Power. (a) Each of the Group Companies is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite corporate or other organizational power and authority necessary to own or lease all of its material properties and assets and to carry on its business in all material respects as it is now being conducted. Each Group Company is qualified and licensed to do business and to operate under an assumed name and is in good standing in every jurisdiction in which its ownership or lease of properties or assets or the nature of its business makes such qualification or licensing necessary, except where the failure to be so qualified, licensed or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
(b) True and complete copies of the Group Company Charter Documents, as in effect on the date hereof, have been provided to Purchaser. The Group Company Charter Documents are in full force and effect and no Group Company is in default (with or without notice or the lapse of time, or both) under, or in breach or violation of, any provision of its Group Company Charter Documents.
Organization, Standing and Organizational Power. The Company (a) is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware, (b) has all requisite organizational power and authority necessary to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted and (c) is qualified to do business and is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except, in the case of clause (c), where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay the consummation of the Transactions. The Company has made available to Purchaser copies of the Company Charter Documents, each as amended to the date hereof, that are true and correct, and each as made available is in full force and effect.
Organization, Standing and Organizational Power. XX Xxxxxxx is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted. XX Xxxxxxx has made available to Purchaser true and correct copies of XX Xxxxxxx'x certificates of incorporation and by-laws, each as amended to the date hereof, and each as so delivered is in full force and effect.
Organization, Standing and Organizational Power. IM and each of the IM Subsidiaries is a limited liability company or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of the jurisdiction in which it is incorporated or otherwise organized, and has all requisite organizational (or other entity) power and authority and all requisite approvals from any Governmental Authorities necessary to own, lease and operate its properties and assets and to carry on its business as currently conducted. IM and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each other jurisdiction in which the nature or conduct of its business or the ownership, leasing or operation of its properties and assets makes such qualification, licensing or good standing necessary, in each case except for such failures to be duly qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have an IM Material Adverse Effect.
Organization, Standing and Organizational Power. The Seller (a) is a limited partnership duly organized, validly existing and in good standing pursuant to the Revised Uniform Limited Partnership Act of the State of Delaware; and (b) has the requisite limited partnership power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets.
Organization, Standing and Organizational Power. Blocker Seller is an entity duly organized or formed, validly existing and in good standing under the laws of the State of Delaware.
Organization, Standing and Organizational Power. Blocker Holdings is an entity duly organized or formed, validly existing and in good standing under the laws of the State of Delaware.
