Organization of the Seller. The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.
Organization of the Seller. The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
Organization of the Seller. The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. The Seller does not have any Subsidiaries. The Seller has the power and authority to own or lease its properties and to carry on all business activities now conducted by it. The sole shareholder of the Seller is United Heritage Corporation.
Organization of the Seller. The Seller is a Corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation, which is the State of Wyoming.
Organization of the Seller. The Seller is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada, and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
Organization of the Seller. The Seller and each of its Subsidiaries and joint ventures (as defined below) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, has the requisite corporate or similar power to own, lease and operate its property and to carry on its business as now being conducted, and is duly qualified to do business and in good standing as a foreign corporation or other legal entity in each jurisdiction in which the failure to be so qualified would have a Seller Material Adverse Effect (as defined below). Included in the Seller Disclosure Schedule is a true and complete list of all of the Seller's Subsidiaries and joint ventures, together with the jurisdiction of incorporation or organization of each Subsidiary and joint venture and the Seller's equity interest therein. The Seller has delivered or made available to the Buyer a true and correct copy of the Restated Articles of Organization and Bylaws of the Seller and similar governing instruments of each of its Subsidiaries and joint venture, each as amended to date. The minute books of the Seller and its Subsidiaries and joint ventures made available to the Buyer are the only minute books of the Seller and its Subsidiaries and joint ventures, and the minutes contain a reasonably accurate record of all actions taken in all meetings of directors (or committees thereof) and stockholders or actions by written consent. The term "Seller Material Adverse Effect" means, for purposes of this Agreement, any change, event or effect that is materially adverse to the business, assets (including intangible assets), financial condition or results of operations of the Seller and its Subsidiaries taken as a whole; provided, however, that, for purposes of Sections 6.3(a) and 7.1(i), the following shall not be deemed to constitute a Seller Material Adverse Effect: (i) an adverse change in the business, financial condition or results of operations of the Seller following the date of this Agreement primarily attributable to the transactions contemplated by this Agreement or the announcement thereof, circumstances or events affecting the gas distribution industry generally or adverse weather conditions or (ii) the loss of any officer or key employee of the Seller following the date of this
Organization of the Seller. The Seller is a corporation duly organized and validly existing and in good standing under the laws of the Yukon Territory, and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
Organization of the Seller. The Seller is duly organized, -------------------------- validly existing and in good standing under the laws of The Commonwealth of Massachusetts. Copies of the articles of organization and by-laws of the Seller, each as amended to date, have been heretofore delivered to the Buyer and are accurate and complete.
Organization of the Seller. The Seller is a corporation duly organized and validly existing under the Laws of the Commonwealth of Pennsylvania. The Seller is duly authorized to conduct business and is in good standing under the Laws of each jurisdiction where such qualification is required, except where the lack of such qualification has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Seller has the requisite corporate power and authority necessary to carry on the Business and to own and use the Assets owned or operated by it.
Organization of the Seller. The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of South Carolina. The Seller does not have any Subsidiaries.
