Authorization and Good Standing Sample Clauses

Authorization and Good Standing. The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of this Amendment and any other legal matters relating to the Credit Parties or this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Authorization and Good Standing. The Seller shall have received from ------------------------------- the Buyer: (a) A certificate that this Agreement has been duly executed and delivered on behalf of the Buyer and is binding and enforceable against it in accordance with its terms. (b) A Certificate of Good Standing from the State of Delaware.
Sample 1
Authorization and Good Standing. The Successor Agent shall have received such documents and certificates as the Successor Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of this Amendment and any other legal matters relating to the Credit Parties or this Amendment, all in form and substance reasonably satisfactory to the Successor Agent and its counsel.
Sample 1
Authorization and Good Standing. The Buyer shall have received from ------------------------------- the Seller: (a) A certificate that this Agreement has been duly executed and delivered on behalf of the Seller, is valid, binding and enforceable against the Seller in accordance with its terms, and has received all requisite approval by the Manager and Members of the Seller. (b) A certificate that the Seller is a limited liability company duly organized, validly existing and in good standing under the laws of Kansas. The Seller is duly qualified as a foreign company in good standing under the laws of any states where the nature of its business and its operations require such qualification. The Seller has full power and authority to own and use its properties and carry on its business as being conducted immediately prior to the Closing Date. (c) A Certificate of Good Standing from the State of Kansas. (d) Such Uniform Commercial Code, judgement and tax reports sufficient to show that the Assets and Assumed Obligations are not subject to any liens or encumbrances.
Sample 1
Authorization and Good Standing. A copy of each Buyer's and AES Operations' corporate resolutions regarding the transactions contemplated hereby and in the Transaction Documents, certified by its secretary or assistant secretary, and a certificate of good standing for each Buyer and AES Operations from the Secretary of State of the state of its incorporation;
Sample 1
Authorization and Good Standing. A copy of each Seller's corporate resolutions regarding the transactions contemplated hereby and in the Transaction Documents, certified by its secretary or assistant secretary, and a certificate of good standing for each Seller from the Secretary of State or other appropriate officer of the state or other jurisdiction of its incorporation;
Sample 1
Authorization and Good Standing. The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to own and operate its properties and to carry on the business conducted by it as now conducted. The Company is duly qualified or licensed and in good standing to do business as a foreign entity in each jurisdiction in which such qualification is required.
Sample 1
AutoNDA by SimpleDocs
Authorization and Good Standing. Borrower is duly formed, validly existing and in good standing under the laws of the State of its formation. Xxxxxxxx has the power and requisite authority to execute, deliver and perform its obligations under this Amendment and any other document executed in connection herewith and is duly authorized to, and has taken all action necessary to authorize it to, execute, deliver, and perform its obligations under this Amendment and the other Loan Documents. This Amendment has been duly executed and delivered on behalf of Xxxxxxxx. ​
Sample 1
Authorization and Good Standing. The Buyer shall have received from ------------------------------- the Seller: (a) A certificate that this Agreement has been duly executed and delivered on behalf of the Seller, is valid, binding and enforceable against the Seller in accordance with its terms, and has received all requisite corporate authorization. (b) A certificate that the Seller is a corporation duly organized and validly existing under the laws of Georgia. The Seller has full power and authority to own and use its properties and carry on its business as being conducted immediately prior to the date of the Closing. (c) A Certificate of Existence from the State of Georgia. (d) An attorney's opinion or acceptable UCC reports from the Georgia State Clerk's Cooperative Authority, Tennessee Secretary of State and the South Carolina Secretary of State showing that the Assets are not subject to any liens or encumbrances or a written commitment to release any such liens or encumbrances from all secured parties.
Sample 1

Related to Authorization and Good Standing

  • Organization and Good Standing Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

  • Qualification and Good Standing Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will not have a Material Adverse Effect.

  • Due Organization and Good Standing Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser is qualified to transact business in each jurisdiction in which such qualification is deemed necessary.

  • Corporate Organization and Good Standing The Company is a corporation ---------------------------------------- duly organized, validly existing, and in good standing under the laws of the State of Delaware and is duly qualified and in good standing in all other states where the nature of its business or operations or the ownership of its property requires such qualification.

  • Incorporation and Good Standing The Company has been duly incorporated or formed and is validly existing and in good standing as a company limited by shares under the laws of the jurisdiction of its formation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. As of the Closing, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is not otherwise disclosed in the Disclosure Package.

  • Organization and Good Standing; Qualification The Seller has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with the power and authority to own or lease its properties and to conduct its activities as such properties are currently owned or leased and such activities are currently conducted.

  • Existence and Good Standing The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, USA.

  • Organization; Good Standing; Qualification and Power The Contributed Subsidiaries are all of the subsidiaries of the Contributed Companies or any of their direct or indirect subsidiaries. Each of the Contributed Companies, and the Contributed Subsidiaries and each of the Contributing Companies is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, has all requisite corporate power and authority to own, lease and operate any and all of the Group Assets held by such company and for the Conduct of the Group Business as now being conducted by such company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not have a Material Adverse Effect on the Group Business. SCO has delivered to Caldera or its counsel complete and correct copies of the charter documents of the Contributed Companies and the Contributed Subsidiaries. Except for the Contributed Subsidiaries, none of the Contributed Companies nor any of the Contributed Subsidiaries owns, directly or indirectly, any capital stock or other equity interest of any corporation or has any direct or indirect equity or ownership interest in any other business, whether organized as a corporation, partnership, joint venture or otherwise.

  • Due Qualification and Good Standing The Borrower is in good standing in the State of Delaware. The Borrower is duly qualified to do business and, to the extent applicable, is in good standing in each other jurisdiction in which the nature of its business, assets and properties, including the performance of its obligations under this Agreement, the other Facility Documents to which it is a party and its Constituent Documents, requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.

  • Organization and Good Standing; Power and Authority Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Massachusetts. Subject to the receipt of the Regulatory Approval, Buyer has all requisite power and authority to execute, deliver, and perform its obligations under this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!