Common use of Organization, Standing, Subsidiaries, Etc Clause in Contracts

Organization, Standing, Subsidiaries, Etc. (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of New York and has all requisite power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement, the DE-Certificate of Merger and the NY-Certificate of Merger and to carry out the terms hereof and thereof. Copies of the Certificate of Incorporation and By-laws of the Company that have been delivered to Parent and Acquisition Corp. prior to the execution of this Agreement are true and complete and have not since been amended or repealed. (b) The Company has no subsidiaries or direct or indirect interest (by way of stock ownership or otherwise) in any firm, corporation, limited liability company, partnership, association or business.

Organization, Standing, Subsidiaries, Etc. (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of New York Nevada and has all requisite power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement, the DE-Certificate of Merger and the NYNV-Certificate Articles of Merger and to carry out the terms hereof and thereof. Copies of the Certificate of Incorporation and By-laws of the Company that have been delivered to Parent and Acquisition Corp. prior to the execution of this Agreement are true and complete and have not since been amended or repealed. (b) The Company has no subsidiaries or direct or indirect interest (by way of stock ownership or otherwise) in any firm, corporation, limited liability company, partnership, association or business.

Organization, Standing, Subsidiaries, Etc. (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of New York California and has all requisite power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement, the DE-Certificate of Merger and the NYCA-Certificate Agreement of Merger and to carry out the terms hereof and thereof. Copies of the Certificate of Incorporation and By-laws of the Company that have been delivered to Parent and Acquisition Corp. prior to the execution of this Agreement are true and complete and have not since been amended or repealed. (b) The Except as set forth on Schedule 2.01(b), the Company has no subsidiaries or direct or indirect interest (by way of stock ownership or otherwise) in any firm, corporation, limited liability company, partnership, association or business.

Organization, Standing, Subsidiaries, Etc. (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of New York Delaware, and has all requisite corporate power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement, the DE-Certificate of Merger Agreement and the NY-Certificate of Merger and to carry out the terms hereof and thereofthereof except where the failure to do so has not resulted in a Company Material Adverse Effect. Copies of the Certificate of Incorporation and By-laws of the Company that have been delivered to Parent and Acquisition Corp. prior to the execution of this Agreement are true and complete and have not since been amended or repealed. (b) The Company has no subsidiaries or direct or indirect interest (by way of stock ownership or otherwise) in any firm, corporation, limited liability company, partnership, association or business.