Corporate Existence, Power and Registration Sample Clauses

Corporate Existence, Power and Registration. Each of the Company and its Subsidiaries (i) has been duly incorporated, is a valid and subsisting corporation in good standing under the laws of its jurisdiction of incorporation and is up-to-date in all material corporate filings, (ii) has all requisite corporate power and authority to conduct its business as now conducted or currently proposed to be conducted, to own or lease its property and assets and (iii) is duly qualified, licensed, or registered to transact business in each jurisdiction where such qualification, license or registration is necessary, whether by reason of the ownership or leasing of property or the conduct of business, and is carrying on business in material compliance with all applicable Laws, rules or regulations of each such jurisdiction, except where the failure to be in good standing or so registered would not be expected to have a Material Adverse Effect in respect of the Company. No acts or proceedings have been taken or instituted, are pending or, to the knowledge of the Company, have been threatened, in any such jurisdiction to dissolve or liquidate the Company or any of the Company Material Subsidiaries, or to revoke, limit or curtail such power and authority of the Company or any of the Material Subsidiaries.
Sample 1
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Related to Corporate Existence, Power and Registration

  • Representations and Warranties Borrower represents and warrants as follows:

  • Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • Amendments This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • Taxes The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

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