Standing and Power. Each of Parent and its Subsidiaries (i) is a corporation or other entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of the jurisdiction of its incorporation or organization, (ii) has the requisite power and authority to own, lease and operate its properties and to carry on its business as currently conducted, and (iii) is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions which recognize such concept), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent.
Standing and Power. Each of the Company and each of its Subsidiaries (the "Company Subsidiaries") is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals, and has made all filings, registrations and declarations, in each case whether domestic or foreign, necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, in each case other than such franchises, licenses, permits, authorizations, approvals, filings, registrations and declarations the lack of which, individually and in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect (as defined in Section 9.03). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or their ownership or leasing of its properties make such qualification necessary except where the failure to so qualify has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent true and complete copies of the articles of organization of the Company, as amended to the date of this Agreement (as so amended, the "Company Charter"), and the by- laws of the Company, as amended to the date of this Agreement (as so amended, the "Company By-laws"), and the comparable charter and organizational documents of each Company Subsidiary, in each case as amended through the date of this Agreement.
Standing and Power. The Company is a corporation duly incorporated, validly existing, and, as of the date of this Agreement, in good standing under the Laws of the State of [insert state of incorporation], and has the requisite corporate power and authority to own, lease, operate and otherwise hold its properties and assets and to carry on its business as it is now being conducted.
Standing and Power. 12 5.2 Authority ................................................. 12 5.3
Standing and Power. The Seller has full power and authority to own the Assets and is authorized to conduct the business of the Telephone Operations.
Standing and Power. (i) Xxxxxxx Xxxxxxx is a businessman of North Vancouver, British Columbia. He has the requisite power and authority and all necessary permits, authorizations, consents, and approvals of all Governmental Authorities to own, lease and operate his properties and to carry on his business as now being conducted and as proposed to be conducted. Xxxxxxx Xxxxxxx is duly qualified or licensed to do business and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by him or the nature of his business makes such qualification or licensing necessary.
(ii) Xxxxx Xxxxx is a businesswoman of West Vancouver, British Columbia. She has the requisite power and authority and all necessary permits, authorizations, consents, and approvals of all Governmental Authorities to own, lease and operate her properties and to carry on her business as now being conducted and as proposed to be conducted. Xxxxx Xxxxx is duly qualified or licensed to do business and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by her or the nature of her business makes such qualification or licensing necessary.
Standing and Power. Cala Energy is duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on Cala Energy, a material adverse effect on the ability of Cala Energy to perform its obligations under this Agreement or on the ability of Cala Energy to consummate the Transactions (an "Cala Energy Material Adverse Effect"). Cala Energy is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties makes such qualification necessary and where the failure to so qualify would reasonably be expected to have a Cala Energy Material Adverse Effect.
Standing and Power. The Company is duly organized, validly existing and in good standing under the laws of the Federative Republic of Brazil and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as currently conducted. The Company is duly qualified to do business in each jurisdiction where the nature of its business or the ownership or leasing of its properties make such qualification necessary and the failure to so qualify could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect (as defined in Section 11.03(a))
Standing and Power. VAPARIA is duly organized, validly existing and in good standing under the laws of the State of Minnesota, and has the requisite 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. VAPARIA 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 (as defined in Section 9.02).
Standing and Power. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and has requisite corporate power and authority to carry on its business as now being conducted and to execute, deliver and perform this Agreement.
