Common use of Corporate Opinions Clause in Contracts

Corporate Opinions. An opinion in respect of each party to the Operative Documents that such party has been duly formed and is existing and in good standing under the laws of its State of formation, with all requisite power and authority to own its properties and conduct its business; and such party is duly qualified to do business as a foreign entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the financial position of such party.

Appears in 5 contracts

Samples: Note Purchase Agreement (Iconix Brand Group, Inc.), Note Purchase Agreement (Iconix Brand Group, Inc.), Note Purchase Agreement (Iconix Brand Group, Inc.)

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Corporate Opinions. An opinion in respect of each party to the Operative Transaction Documents that such party has been duly formed and formed, is existing and in good standing under the laws of its State state of formation, with all requisite power and authority to own its properties and conduct its business; and such party is duly qualified to do business as a foreign entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the financial position of such party.

Appears in 2 contracts

Samples: Note Purchase Agreement (Diamond Resorts Corp), Note Purchase Agreement (Diamond Resorts Parent, LLC)

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