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. (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.
Standing and Power. The Franchisee is a Telecommunications provider duly organized, validly existing and in good standing under the laws of the state of its organization and is duly authorized to do business in the Commonwealth of Kentucky. Franchisee has all requisite power and authority to own or lease its properties and assets, subject to the terms of this Agreement, to conduct its businesses as currently conducted, to offer Telecommunications Services within the Commonwealth of Kentucky, and to execute, deliver and perform this Agreement and all other agreements entered into or delivered in connection with or as contemplated hereby. Truthful Statements. Franchisee warrants, to the best of its knowledge and belief, that information provided and statements made in connection with its Application to the City and the Permit Applications to PDS and/or the Public Works Department, as applicable, for or in connection with this Agreement were true and correct when made and are true and correct upon the execution hereof and/or upon the issuance of any Permit.
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. Buyer is a corporation duly -------------------------------- organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power and authority to own, lease and operate its properties, to carry on its business as now being conducted and to execute, deliver and perform this Agreement and all writings relating hereto.
Standing and Power. DG Systems is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now being conducted.
Standing and Power. Each of Seller and the Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to conduct its business as it is now being conducted and to own, lease and operate its property and assets, except where the failure to be so organized, existing and in good standing or to have such power or authority will not, in the aggregate, either (i) have a material adverse effect on the business, results of operations, assets or financial condition of the Company or the Project, or (ii) materially impair the ability of Seller to perform its material obligations under this Agreement (either of such effects, a "Material Adverse Effect"). The Company is qualified or licensed to do business as a foreign corporation or company and is in good standing in each jurisdiction in which ownership of property or the conduct of its business requires such qualification or license, except where the failure to be so qualified or licensed will not have a Material Adverse Effect.
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.
