STATUS AND QUALIFICATION. (i) MW is a corporation that is duly organized, validly existing and in good standing under the laws of the State of California, has the full power and authority to carry on its Business as it currently is being conducted and to own, lease and operate the property and the assets that it now owns, leases and operates and to execute, deliver and perform this Agreement and the transactions contemplated hereby. MW has qualified as a foreign corporation, is in good standing, has obtained all licenses, permits or other authorizations and has taken all other actions required by or under the laws of all jurisdictions and all governmental regulations where the failure to do so would have a material adverse effect on the business, condition (financial or otherwise), results of operations, assets or prospects of MW (a "Material Adverse Effect"). MW heretofore has delivered to MCSC true and complete copies of its Articles of Incorporation and Bylaws, as amended, as in effect as of the date hereof, and its stock transfer books.
STATUS AND QUALIFICATION. The Seller is a corporation that is duly organized, validly existing and in good standing under the laws of the State of Maryland, has the full power and authority to carry on its Business as it currently is being conducted and to own, lease and operate the property and the assets that it now owns, leases and operates and to execute, deliver and perform this Agreement and the transactions contemplated hereby. The Seller has qualified as a foreign corporation, is in good standing, has obtained all licenses, permits or other authorizations and has taken all other actions required by or under the laws of all jurisdictions and all governmental regulations where the failure to do so would have a material adverse effect on the business, condition (financial or otherwise), results of operations, assets or prospects of the Seller (a "Material Adverse Effect"). The Seller heretofore has delivered to FBC true and complete copies of its Articles of Incorporation and Bylaws, as amended, as in effect as of the date hereof.
STATUS AND QUALIFICATION. Each of DBPC and MDC is a corporation which is duly organized, validly existing and in good standing under the laws of the State of Ohio, has the full power and authority to carry on its business as it is currently being conducted and to own, lease and operate the property and the assets that it now owns, leases and operates and to execute, deliver and perform this Agreement and the transactions contemplated hereby. Each of DBPC and MDC has qualified as a foreign corporation, is in good standing, has obtained all licenses, permits or other authorizations and has taken all other actions required by or under the laws of all jurisdictions and all governmental regulations where the failure to do so would have a material adverse effect on the business, condition (financial or otherwise), results of operations, assets or prospects of each of DBPC and MDC ("Material Adverse Effect"). Each of DBPC and MDC has heretofore delivered to MCSC true and complete copies of its Articles of Incorporation, Code of Regulations, as amended, as in effect as of the date hereof, and its stock transfer books.
STATUS AND QUALIFICATION. BRITCO is a corporation which is duly organized, validly existing and in good standing under the laws of the State of Texas, has the full power and authority to carry on its business as it is currently being conducted and to own, lease and operate the property and the assets that it now owns, leases and operates and to execute, deliver and perform this Agreement and the transactions contemplated hereby. BRITCO has qualified as a foreign corporation, is in good standing, has obtained all licenses, permits or other authorizations and has taken all other actions required by or under the laws of all jurisdictions and all governmental regulations where the failure to do so would have a material adverse effect on the business, condition (financial or otherwise), results of operations, assets or prospects of BRITCO ("Material Adverse Effect"). BRITCO has heretofore delivered to MCSC true and complete copies of its Articles of Incorporation, Bylaws, as amended, as in effect as of the date hereof, and its stock transfer books.
STATUS AND QUALIFICATION. Each of Stockholder and Company is a corporation which is duly organized, validly existing and in good standing under the laws of the State of Ohio, has the full power and authority to carry on its business as it is currently being conducted and to own, lease and operate the property and the assets that it now owns, leases and operates and to execute, deliver and perform this Agreement and the transactions contemplated hereby. Company has qualified as a foreign corporation, is in good standing, has obtained all licenses, permits or other authorizations and has taken all other actions required by or under the laws of all jurisdictions and all governmental regulations where the failure to do so would have a material adverse effect on the business, condition (financial or otherwise), results of operations, assets or prospects of Company ("Material Adverse Effect"). Company has heretofore delivered to Parent true and complete copies of its Articles of Incorporation, Code of Regulations, as amended, as in effect as of the date hereof, and its minute books and stock transfer books.
