Organization, Standing, Corporate Power. Each of AllCom and Gateway is duly organized, validly existing and in good standing under the Laws of the State of Nevada (with respect to AllCom), or California (with respect to Gateway), and has the requisite corporate power and authority and all government licenses, authorizations, Permits, consents and approvals required to own, lease and operate its properties and carry on its business as now being conducted. Each of AllCom and Gateway is duly qualified or licensed to do business 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 or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a Material Adverse Effect with respect to AllCom.
Organization, Standing, Corporate Power. Borrower is a corporation duly authorized and validly existing under the laws of the State of Maryland. The Borrower has appropriate power and authority to own its properties and to carry on its business as now being conducted, and the Borrower has appropriate power and authority to execute and perform this Agreement and to deliver the Note and all other documents, instruments and agreements provided for herein.
Organization, Standing, Corporate Power. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to conduct its business and affairs as currently being conducted and to own, lease and operate its properties and assets. Buyer is duly qualified or licensed to do business as a foreign entity in good standing in each jurisdiction where the nature of its business or the ownership, leasing or operation of its assets requires such licensing or qualification, except where the failure to be so qualified or licensed would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Documents to which it is or will be a party or to perform its obligations hereunder or thereunder.
Organization, Standing, Corporate Power. Buyer and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has the requisite corporate power and authority and all government licenses, authorizations, Permits, consents and approvals required to own, lease and operate its properties and carry on its business as now being conducted. Buyer and each of its Subsidiaries is duly qualified or licensed to do business 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 or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a Material Adverse Effect with respect to Buyer. If the Buyer has no Subsidiaries, all other references to the Subsidiaries or any of them in this Agreement, shall be disregarded.
Organization, Standing, Corporate Power. Purchaser is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Ohio and has the necessary power to execute and deliver this Agreement and to perform its obligations under this Agreement.
Organization, Standing, Corporate Power. Subsidiary and NRC are each a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Subsidiary is a wholly-owned subsidiary of NRC. NRC and Subsidiary each have all requisite power and authority, corporate and otherwise, to carry on and conduct their respective businesses as they are now being conducted and to own and lease their properties and assets.
Organization, Standing, Corporate Power. (a) The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and has all requisite corporate power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties and assets. The Buyer is duly qualified or licensed to do business as a foreign entity in good standing in each jurisdiction where the nature of its business or the ownership, leasing or operation of its assets requires such licensing or qualification, except where the failure to be so qualified or licensed would not reasonably be expected to have a Buyer Material Adverse Effect.
(b) The Buyer’s filings with the SEC include correct and complete copies of the Buyer’s Governing Documents, each as in full force and effect as of the date hereof.
Organization, Standing, Corporate Power. Borrower is a corporation duly formed, validly existing and in good standing under the laws of the State of Florida. The Borrower has appropriate power and authority to own its properties and to carry on its businesses as now being conducted, and the Borrower has appropriate power and authority to execute and perform this Agreement and to deliver the Note, and all other documents, instruments and agreements provided for herein.
Organization, Standing, Corporate Power. BUYER is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. Any Affiliate of BUYER to which this Agreement is assigned at or prior to the Effective Time, shall be an entity duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization.
Organization, Standing, Corporate Power. Seller and each Affiliate are entities duly organized, validly existing, and in good standing under the laws of their respective states of incorporation and each has the full power to carry on the Business as now conducted. Seller and each Affiliate are duly qualified to do business as a foreign corporation in all jurisdictions in which it is required to be so qualified, except in such jurisdictions where the failure to qualify will not have a material adverse effect on the Business as a whole. Neither Seller nor any Affiliate is restricted by any agreement or understanding with third parties or by any writs, judgments or orders of any judicial or administrative body from carrying on the Business anywhere in the world. Except as disclosed on SCHEDULE 4.1(A) attached hereto with respect to the period prior to Closing and 4.1(B) attached hereto as of the Closing, neither Seller nor any Affiliate participates, nor has any equity interest in any joint venture or collective production, sales or marketing arrangement or agreement. Seller and each Affiliate own the interests in the entities as shown on SCHEDULE 4.1(A) attached hereto with respect to the period prior to Closing and 4.1(B) attached hereto as of the Closing.
