1Organization and Qualification. 17 4.2Capitalization................................................................ 17 4.3Authority Relative to this Agreement.......................................... 18 4.4Compliance.................................................................... 18 4.5Consents; Transferability..................................................... 18 4.6Commission Filings............................................................ 19 4.
1Organization and Qualification. The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Nevada and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conducted. Both the Company and the companies it owns or controls (“Subsidiaries”) are duly qualified to do business and are in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means a change, event, circumstance, effect or state of facts that has had or is reasonably likely to have, a material adverse effect on the business, properties, assets, operations, results of operations, financial condition or prospects of the Company and its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements and instruments to be entered into in connection herewith, or on the authority or ability of the Company to perform its obligations under the Registered offering Transaction Documents.
1Organization and Qualification. The Issuer is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware.
1Organization and Qualification. Each Loan Party and each Material Subsidiary (a) is a corporation, partnership, limited liability company or other entity, in each case duly organized, validly existing and in good standing (if applicable) under the Laws of its jurisdiction of organization specified on Schedule 5.1, (b) has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, and (c) is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 5.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except in each case referred to in clause (b) or (c) where the failure could not reasonably be expected to result in a Material Adverse Change.
1Organization and Qualification. Each Obligor and Subsidiary is duly organized or incorporated, validly existing and, in relation to each U.S. Domiciled Obligor, in good standing under the laws of the jurisdiction of its organization or incorporation. Each Obligor and Subsidiary is duly qualified, authorized to do business and in good standing as a foreign corporation in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse Effect. No Obligor is an Affected Financial Institution or Covered Entity. As of the Closing Date, the information included in the Beneficial Ownership Certification most recently provided to Agent prior to the Closing Date is true and complete in all respects. The information included in each Beneficial Ownership Certification provided to Agent or any Lender after the Closing Date shall be true and complete in all respects as of the date such Beneficial Ownership Certification is so provided.
1Organization and Qualification. NVGT is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization. NVGT has all requisite power and authority to own, lease and use its assets as they are currently owned, leased and used and to conduct its business as it is currently conducted. NVGT is duly qualified or licensed to do business in and is in good standing in each jurisdiction in which the character of the properties owned, leased or used by it or the nature of the activities conducted by it make such qualification necessary, except any such jurisdiction where the failure to be so qualified or licensed would not have a Material Adverse Effect on NVGT or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of NVGT to perform its obligations under this Agreement or any of the Collateral Documents.
1Organization and Qualification. Guarantor is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of Delaware.
1Organization and Qualification. Guarantor is an Iowa corporation, duly organized, validly existing and in good standing under the laws of Iowa.
1Organization and Qualification. Each Obligor and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each Obligor and its Subsidiaries is duly qualified, authorized to do business and in good standing as a foreign corporation in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse Effect. No Obligor is an EEA Financial Institution. As of the Fifth Amendment Effective Date, all information included in any Beneficial Ownership Certification is true and complete in all respects.
1Organization and Qualification. Each Loan Party and each Restricted Subsidiary (a) is a corporation, partnership or limited liability company or other entity (as of the Closing Date, as identified on Schedule 5.1), in each case duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (as of the Closing Date, as specified on Schedule 5.1), (b) has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (c) as of the Closing Date is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 5.1, and (d) is duly licensed or qualified and in good standing in all jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary except where the failure to be so duly licensed or qualified would not reasonably be expected to result in a Material Adverse Change.
