Seller Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California, with the requisite corporate power and authority to conduct its business as it is presently being conducted. Seller is duly qualified or licensed to do business in each jurisdiction in which the property owned, leased or operated by Seller or the nature of the business conducted by Seller makes such qualification necessary, except in any such jurisdictions where the failure to be duly so qualified or licensed would not have a Material Adverse Effect on Seller.
Seller Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Washington, has corporate power and authority to own its assets and to carry on its business as presently conducted, and is duly qualified to do business and in good standing as a foreign corporation in all jurisdictions in which such qualification is reasonably necessary except where lack of such qualification would not have a material adverse effect on the Acquired Business of Seller. Seller is not conducting its business in violation of any applicable law (including any environmental law or law applicable to employees), except for such violations that would not have a material adverse effect on the Acquired Business of Seller.
Seller Organization. Seller is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware.
Seller Organization. SELLER has been duly incorporated, and is ------------------- validly existing as a corporation in good standing under the laws of the State of California and has the corporate power to carry on its business as now conducted and has full power and authority under such laws to execute, deliver and perform this Agreement. Alphatec USA, Inc. owns all of the shares of capital stock of DTS, free and clear of all liens. The SELLER does not have any subsidiaries, other than DTS. SELLER is not required to be qualified in any other jurisdiction and all of the assets of the Business are located in California.
Seller Organization. Seller is a commercial bank duly organized, validly existing and in good standing under the laws of the State of Michigan. Except as set forth on Schedule 4.1, Seller has no direct or indirect subsidiaries. Seller has full power and authority, corporate and otherwise, to own, operate and lease its properties as presently owned, operated and leased, and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted or the properties or assets owned or leased by it makes such qualification necessary. Copies of the articles of incorporation and bylaws of Seller and all amendments thereto are set forth on Schedule 4.1 and are complete and correct.
Seller Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. Seller is duly qualified to conduct business and is in corporate and tax good standing under the laws of each jurisdiction in which the Service Centers are located and in which the nature of its businesses or the ownership or leasing of its properties requires such except where the lack of such qualification would not have a material adverse effect on the assets, business, liabilities, operations, financial condition or results of operations of the Business ( a "Material -------- Adverse Effect"). Seller has all requisite corporate power and authority to -------------- carry on the Business and to own, lease and use the properties owned and used by it. Seller has furnished to Purchaser true and complete certified copies of its articles of incorporation and bylaws as in effect on the date hereof.
Seller Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota. Seller has all requisite power and authority to own its properties and assets and to conduct its businesses as now conducted and as proposed to be conducted. Seller is duly qualified to do business as a foreign corporation and is in good standing in every jurisdiction where the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect (as defined in Section 4.5 of this Agreement). SCHEDULE 4.1 sets forth all of the jurisdictions in which the Seller is qualified to do business. Complete and accurate copies of the corporate documents of Seller, with all amendments thereto to the date hereof, have been furnished to Buyer or Buyer's representatives.
Seller Organization. Seller is a corporation validly existing and in good standing under the laws of the State of Wisconsin. Seller has the requisite power and authority to enter into and to perform its obligations under this Agreement and Seller’s Closing Documents. This Agreement and Seller’s Closing Documents when executed will be duly authorized by all necessary action on the part of the Seller and have been or will be duly executed and delivered by Seller. Seller’s execution, delivery and performance of this Agreement and Seller’s Closing Documents will not conflict with the result and the violation of Seller’s organizational documents or any judgment, order or decree of any court or arbiter, to which Seller is a party.
Seller Organization. Seller is duly organized, validly existing, and in good standing under the laws of the State of Missouri. Seller is wholly-owned by Incenter LLC, which is wholly-owned by UFG Holdings LLC. UFG Holdings LLC is owned, directly and indirectly, by certain investors, including a group of funds managed by The Blackstone Group Inc.
Seller Organization. Seller: (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Iowa and is also in good standing in each other jurisdiction in which the nature of the business conducted or the properties or assets owned or leased by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect on Seller; (b) is registered with the Federal Reserve as a bank holding company under the Bank Holding Company Act of 1956, as amended; and (c) has full power and authority, corporate and otherwise, to operate as a bank holding company and to own, operate and lease its properties as presently owned, operated and leased, and to carry on its business as it is now being conducted. Seller has delivered or made available to Purchaser copies of the Seller Articles of Incorporation and Seller Bylaws and all amendments thereto, each of which are true, complete and correct, and in full force and effect as of the date of this Agreement.
