1Due Organization, Authorization Clause Samples

1Due Organization, Authorization. Power and Authority. (a) Parent and each of its Subsidiaries is duly existing and, to the extent such concept is recognized in such jurisdictions as are applicable, in good standing in its jurisdictions of organization, incorporation or formation and Parent and each of its Subsidiaries is qualified and licensed to do business and, to the extent such concept is recognized in such jurisdictions as are applicable, is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to result in a Material Adverse Change. (b) In connection with this Agreement, Issuer on behalf of itself and the other Obligors has delivered to Purchaser Agent a completed perfection certificate signed by an officer of such Obligor (as the same may be updated from time to time (without retroactive effect) pursuant to Section 3.5 and/or Section 6.2 or in any Intellectual Property Update, the “Perfection Certificate”). Each Obligor represents and warrants that (i) such Obligor’s exact legal name is that which is indicated on the Perfection Certificate and on the signature page of each Note Document and Intercompany Agreement to which it is a party; (ii) each Obligor is an organization of the type and is organized or incorporated in the jurisdiction set forth on the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Obligor’s ​ ​ ​ organizational or company identification number or accurately states that such Obligor has none; (iv) the Perfection Certificate accurately sets forth each Obligor’s place of business, or, if more than one, its chief executive office as well as each Obligor’s mailing address (if different than its chief executive office); (v) each Obligor (and each of its respective predecessors) have not, other than as noted in the Perfection Certificate, in the past five (5) years, changed its jurisdiction of organization or incorporation, organizational structure or type, or any organizational or company number assigned by its jurisdiction; and (vi) all other information set forth on the Perfection Certificate pertaining to the Obligors and the Subsidiaries, is accurate and complete in all material respects (it being understood and agreed that the Obligors shall from time to time update certain information in the Perfection Certificate after the Effective Date pursuant to Section 3.5 and/or Section 6.2;...