Organization and Qualification; No Subsidiaries Clause Samples

Organization and Qualification; No Subsidiaries. (a) The Company has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company 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 it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company does not own an equity interest in any corporation, partnership or joint venture arrangement or other business entity.

Organization and Qualification; No Subsidiaries. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation and has the requisite power and authority to own, lease, and operate its assets and to carry on its business as now being conducted. The Company has not received any notice of proceedings relating to the revocation or modification of any such authorizations. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction where the character of the assets owned, leased, or operated by it or the nature of its activities makes such qualification or licensing necessary. The Company does not have any subsidiaries. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, or other business association or entity.

Organization and Qualification; No Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The Company does not (i) directly or indirectly own any Equity Interest, or any interest convertible into or exchangeable or exercisable for any Equity Interest in, any person or (ii) have any subsidiaries.

Organization and Qualification; No Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. (b) The Company has all requisite corporate power and corporate authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified to do business in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (c) The Company has Made Available to Parent and Merger Sub accurate and complete copies of the currently effective Amended and Restated Certificate of Incorporation of the Company (as amended, the “Company Charter”) and Amended and Restated Bylaws of the Company (as amended, the “Company Bylaws”). The Company is not in violation of the Company Charter or Company Bylaws. (d) The Company does not have any Subsidiaries.

Organization and Qualification; No Subsidiaries. (a) Skyline is a limited liability company duly organized, validly existing and in good standing under the Laws of Colorado and has the requisite limited liability company power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Skyline is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“Skyline Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Skyline Approvals would not, individually or in the aggregate, have or reasonably be expected to have a Skyline Material Adverse Effect. Skyline is duly qualified or licensed as a foreign limited liability company to do business, and is in good standing, 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, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have or reasonably be expected to have a Skyline Material Adverse Effect.

Organization and Qualification; No Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. (b) The Company has all requisite corporate power and corporate authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified to do business and in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not have a Company Material Adverse Effect. (c) Section 3.1(c) of the Company Disclosure Schedule contains a complete and accurate list of the name and jurisdiction of organization of each Subsidiary of the Company (each a “Company Subsidiary” and, collectively, the “Company Subsidiaries”) as of the date of this Agreement and sets forth (i) the authorized and issued capital stock of, or other Equity Interest in, each Company Significant Subsidiary as of the date of this Agreement and (ii) the number and type of shares of capital stock of, or other Equity Interest in, such Company Significant Subsidiary that, as of the date of this Agreement, are owned, directly or indirectly by the Company. Each share of capital stock or other Equity Interest in each Company Subsidiary owned directly or indirectly by the Company is owned free and clear of any Liens (other than Permitted Liens). Each Company Subsidiary is a direct, or indirect, wholly owned Subsidiary of the Company. Each Company Subsidiary is duly organized, validly existing and, to the extent applicable, in good standing under the Laws of the jurisdiction of its organization and each Company Subsidiary has the requisite power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted, except when the failure to be so duly organized, validly existing, in good standing or have such power and authority would not have a Company Material Adverse Effect. Except for the capital stock of, or other Equity Interest in, the Company Subsidiaries, the Company does not own or have any contractual obligation or commitment to acquire, directly or indirectly, any material capital stock of, or other material Equity Interest in, any Person or have an obligation to otherwise make any material investment in any Person. (d) The Company has made available to Parent and...

Organization and Qualification; No Subsidiaries. The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Florida. Each of the Company’s Subsidiaries is duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of incorporation. The Company and its Subsidiaries have all requisite corporate power and authority to carry on their respective businesses as now being conducted and are qualified to do business and are in good standing as a foreign corporation in each jurisdiction where the conduct of their businesses requires such qualification, except, in each case, for any such failures that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 3.1 of the Seller Disclosure Letter sets forth a correct and complete list of the Company’s Subsidiaries, each of which is under the exclusive direct or indirect control of the Company or its designees. Other than as set forth in Section 3.1 of the Seller Disclosure Letter, the Company does not own any equity interests in any Person. Seller has made available to Purchaser correct and complete copies of the Organizational Documents of the Company and the Organizational Documents of the Company’s Subsidiaries, in each case, in effect as of the date of this Agreement.

Organization and Qualification; No Subsidiaries. Target is a corporation duly organized, validly existing and in good standing under the laws of the state of California and is in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it require such qualification, except where failure to be in good standing or to so qualify would not have a Material Adverse Effect on Target. Target has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power, or authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect. Target has heretofore made available to Acquiror a complete and correct copy of its Restated Articles of Incorporation (including all Certificates of Determination) and Bylaws, each as amended to the date hereof (the "Articles of Incorporation" and "Bylaws", respectively). Such Articles of Incorporation, Bylaws and equivalent organizational documents are in full force and effect. Target is not in violation of any provision of its Articles of Incorporation, Bylaws, or equivalent organizational documents. Target does not have any subsidiaries.

Organization and Qualification; No Subsidiaries. (a) The Company is a duly organized and validly existing corporation in good standing (where applicable) under the Laws of the State of Delaware, with all corporate or other entity power and authority to own its properties and conduct its business as currently conducted and is duly qualified and in good standing as a foreign corporation authorized to do business in each of the jurisdictions in which the character of the properties owned or held under lease by it or the nature of the business transacted by it makes such qualification necessary, except as would not constitute, individually or in the aggregate, a Material Adverse Effect. “Material Adverse Effect” means any change, effect, event or occurrence that has, or would reasonably be expected to have, a material adverse effect on (i) the business, financial condition, or results of operations of the Company or (ii) the ability of the Company, on or before the Outside Date, to perform its obligations under this Agreement that are required to be performed on or before the Outside Date or to consummate the transactions contemplated by this Agreement to be consummated on or before the Outside Date; provided, however, that, in the case of clause (i) only, none of the following shall be deemed to be, and shall not be taken into account in determining whether there has been, a Material Adverse Effect: (A) the fact, in and of itself, of diminishment in the Company’s cash balance or financial investments to the extent resulting from operations not in breach of the Company’s covenants and agreements hereunder or (B) any change, effect, event or occurrence to the extent resulting from (1) general changes after the date hereof in capital markets, general economic conditions or the industries in which the Company operates, or any outbreak or escalation after the date hereof of hostilities or war, (2) the announcement, pendency or performance of this Agreement or the transactions contemplated hereby, (3) changes after the date hereof in any laws or regulations or applicable accounting regulations or principles or the interpretations thereof, (4) the incurrence or payment of fees and expenses (including the fees and expenses of the Company’s Financial Advisor, counsel and accountants) in connection with (x) this Agreement, the Offer, the Merger and the other transactions contemplated hereby or