Corporate Existence; Compliance with Law; Name History Sample Clauses

Corporate Existence; Compliance with Law; Name History. Each of the Borrower and its Subsidiaries is a corporation or limited liability company duly incorporated or organized (as applicable), validly existing, and in good standing under the laws of the jurisdiction of its incorporation or organization. Each of the Borrower and its Subsidiaries has all requisite power (corporate and otherwise) to own and operate its properties and to carry on its business as now being conducted, and, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect (i) is duly qualified as a foreign corporation or limited liability company to do business in every jurisdiction in which the nature of its business or the ownership of its properties makes such qualification necessary and is in good standing in such jurisdictions, and (ii) has all licenses and permits necessary to carry on and conduct its business in all states and localities wherein it now operates. Each of the Borrower and its Subsidiaries is, and for so long as this Agreement remains in effect will remain, in compliance with all other requirements of law, rule, or regulation applicable to it or to its business, including without limitation any and all city, county, state, or federal legal or regulatory requirements, requirements of any governmental protective agencies, Federal Aviation Administration, Office of Safety and Health Administration, Federal and State land sales statutes, regulations governing Developments of Regional Impact (DRI's), any and all equal opportunity laws or regulations, and any and all court or regulatory orders, or other legal, judicial, or regulatory requirements applicable to it or its business, except in each case where the failure to be in such compliance could not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the Borrower does not have any direct or indirect Subsidiaries, except for those described in the Perfection Certificate. As of the Closing Date and except as set forth in the Perfection Certificate, neither the Borrower nor any of its Subsidiaries has merged, changed its name, or done business under a fictitious name during the past five years.
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Corporate Existence; Compliance with Law; Name History. The Issuer is a corporation duly incorporated and organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. The Issuer has all requisite power (corporate and otherwise) to own and operate its properties and to carry on its business as now being conducted, is duly qualified as a foreign corporation to do business in every jurisdiction in which the nature of its business or the ownership of its properties makes such qualification necessary and is in good standing in such jurisdictions, has all licenses and permits necessary to carry on and conduct its business in all states and localities wherein it now operates, and is in compliance with all other requirements of law, rule, or regulation applicable to it and to its business, except (in each case) where the failure to be so qualified, failure to have such licenses and permits, or failure to be in compliance with such laws, rules or regulations, could not be expected to have a Material Adverse Effect. The Issuer does not have any Subsidiaries, except as listed on the attached Schedule 6(a). The Issuer has not merged, changed its name, or done business under a fictitious name during the past five years.
Sample 1Sample 2
Corporate Existence; Compliance with Law; Name History. Borrower is a corporation duly incorporated and organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Borrower has all requisite power (corporate and otherwise) to own and operate its properties and to carry on its business as now being conducted, is duly qualified as a foreign corporation to do business in every jurisdiction in which the nature of its business or the ownership of its properties makes such qualification necessary and is in good standing in such jurisdictions, has all licenses and permits necessary to carry on and conduct its business in all states and localities wherein it now operates (except for such licenses and permits that the failure to obtain would not cause a Material Adverse Effect), and is in compliance with all other requirements of law, rule, or regulation applicable to it and to its business. Borrower does not have any Subsidiaries, except as set forth on the attached Schedule 4.1(a). Borrower has not merged, changed its name, or done business under a fictitious name during the past five years, except as set forth on the attached Schedule 4.1.
Sample 1
Corporate Existence; Compliance with Law; Name History. Each of the Borrowers and each general partner of a partnership Borrower is duly organized and validly existing. Each corporate and limited partnership Borrower and each corporate and limited partnership general partner of any partnership Borrower is in good standing under the laws of its state of formation. Each of the Borrowers has all requisite power (corporate and partnership) to own and operate its properties and to carry on its business as now being conducted. Each of the Borrowers is duly qualified as a foreign corporation or partnership, as the case may be, to do business in every jurisdiction in which the nature of its business or the ownership of its properties makes such qualification necessary and is qualified to do business in such jurisdictions, has all licenses and permits necessary to carry on and conduct its business in all states and localities wherein it now operates, and is in material compliance with all other requirements of law, rule, or regulation applicable to it and to its business. None of the Borrowers has merged, changed its name, or done business under a fictitious name during the past five years, except as set forth on Schedule 4.1.
Sample 1
Corporate Existence; Compliance with Law; Name History. The Borrower is a corporation duly incorporated and organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Borrower has all requisite power (corporate and otherwise) to own and operate its properties and to carry on its business as now being conducted, is duly qualified as a domestic corporation to do business in every jurisdiction in which the nature of its business or the ownership of its properties makes such qualification necessary and is in good standing in such jurisdictions, has all licenses and permits necessary to carry on and conduct its business in all states and localities wherein it now operates, and is in material compliance with all other requirements of law, rule, or regulation applicable to it and to its business. Without limiting the generality of the foregoing, the Borrower is duly authorized as a domestic corporation to do business in the State of Florida, has paid all fees and penalties due to the Florida Secretary of State in connection with such corporation status and its status is active. Borrower has not merged, changed its name, or done business under a fictitious name during the past five years, except as described herein.
Sample 1
Corporate Existence; Compliance with Law; Name History. Each of Borrower and Pledgor is a corporation duly incorporated and organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Each of Borrower and Pledgor has all requisite power (corporate and otherwise) to own and operate its properties and to carry on its business as now being conducted, is duly qualified as a foreign corporation to do business in every jurisdiction in which the nature of its business or the ownership of its properties makes such qualification necessary and is in good standing in such jurisdictions, has all licenses and permits necessary to carry on and conduct its business in all states and localities wherein it now operates, and is in compliance with all other requirements of law, rule, or regulation applicable to it and to its business. Borrower's Subsidiaries are identified on the attached Schedule 4. 1. Neither Borrower nor Pledgor has merged, changed its name, or done business under a fictitious name during the past five years, except "TeraCom Communications, Inc." (with respect to Borrower), and "TeraCom U.S.A., Inc." (with respect to Pledgor).
Sample 1

Related to Corporate Existence; Compliance with Law; Name History

  • Corporate Existence; Compliance with Law Each of the Borrower and the Borrower’s Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

  • Compliance with Laws and Preservation of Corporate Existence Such Seller Party will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Such Seller Party will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted, except where the failure to so preserve and maintain or qualify could not reasonably be expected to have a Material Adverse Effect.

  • Existence; Compliance with Law Each Group Member (a) is duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and in good standing (if applicable) under the laws of each jurisdiction where the failure to be so qualified or in good standing could reasonably be expected to have a Material Adverse Effect and (d) is in material compliance with all Requirements of Law except in such instances in which (i) such Requirement of Law is being contested in good faith by appropriate proceedings diligently conducted and the prosecution of such contest would not reasonably be expected to result in a Material Adverse Effect, or (ii) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

  • Maintenance of Corporate Existence The Company, at its own cost and expense, will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises, except as otherwise specifically permitted in Section 5.02; provided, however, that the Company shall not be required to preserve any right or franchise if the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company.

  • Preservation of Corporate Existence and Related Matters Except as permitted by Section 10.4, preserve and maintain its legal existence and all material rights, franchises, licenses and privileges and qualify and remain qualified as a foreign corporation and authorized to do business in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect.

  • Corporate Existence; Maintenance of Properties (a) The Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of its Subsidiaries to, convert to any other entity. (b) The Borrower (i) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of its Subsidiaries to, continue to engage primarily in the businesses now conducted by them; provided that nothing in this Section 8.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and its Subsidiaries on a consolidated basis.

  • Preservation of Corporate Existence, Etc Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(b) and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lenders.

  • Organization, Existence and Good Standing The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware.

  • Maintenance of Existence; Compliance (a) (i) Preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Corporate Existence and Standing Each of the Company and the Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted and where the failure to have such authority would reasonably be expected to have a Material Adverse Effect.

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