Corporate Organisation and Business Sample Clauses

Corporate Organisation and Business. Except as otherwise disclosed to the Purchaser: (i) Corporate Status The Seller (including any of its representative offices or branches) has been duly incorporated and constituted, and is legally subsisting under the laws of its respective place of incorporation.
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Corporate Organisation and Business. 10.1 All material licences, approvals and consents required for the carrying on of the Business have been obtained, have been disclosed to the Purchaser in the Disclosure Letter (together with copies where applicable) and are in full force and effect and will enure to the benefit of, and can be relied upon and utilised by, the Purchaser upon the transfer of the Business pursuant to this Agreement. 10.2 No member of the ICI Group is in material default under any material licence, approval or consent in relation to the Business. 10.3 No member of the ICI Group is in violation of or in default with respect to any statute, regulation, order, decree or judgement of any court or any governmental agency which would have a material and adverse effect upon the Business taken as a whole. 10.4 All Primary Books and Records are in the exclusive possession and under the direct control of and subject to unrestricted access by the Business Sellers and the Companies. 10.5 All Secondary Books and Records are in the possession and under the control of and subject to unrestricted access by the ICI Group. 10.6 There are no powers of attorney or other authorities given by any member of the ICI Group in relation to the Business or any of the Business Assets or any of the assets of the Companies, other than powers of attorney given in the normal course of business in relation to any of the Companies’ bank accounts, the protection and maintenance of Intellectual Property and the handling of legal and tax matters by professional firms, or in connection with the transactions contemplated by this Agreement.
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Corporate Organisation and Business. 15.1 So far as ICI is aware, all material licences, approvals and consents required for the carrying on of the Worldwide Business in the manner in which such business is carried on at the date of this Agreement have been obtained, are in full force and effect and are being complied with in all material respects. 15.2 So far as ICI is aware, in the 12 months prior to the date of this Agreement, ICI and each Business Seller has conducted the Businesses and each of the Companies has conducted its business in all material respects in accordance with all applicable laws and regulations and there is no material default with respect to any order, decree or judgement of any court or any governmental agency. 15.3 There are no powers of attorney or other authorities given by any member of the ICI Group or any Company in relation to the Worldwide Business or any of the Business Assets or any of the assets of the Companies, other than powers of attorney given in the normal course of business in relation to any of the Companies’ bank accounts, the protection and maintenance of Intellectual Property and the handling of legal and tax matters by professional firms, or in connection with the transactions contemplated by this Agreement.
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Corporate Organisation and Business. 14.1 Constitutional documents
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Corporate Organisation and Business. (a) The details of the Sale Companies set out in Exhibit 2 (Particulars of the Sale Companies) are true, accurate and complete in all material respects. (b) Each Sale Company is duly incorporated, validly existing and in good standing under the International Business Companies Act of the laws of the Commonwealth of The Bahamas and has all corporate powers required to carry on its business as presently conducted. (c) No meeting has been convened or resolution passed for the winding up or administration of a Sale Company or for a provisional liquidator to be appointed in respect of a Sale Company. (d) To Seller’s Knowledge, no petition has been presented or order made for the winding up or administration of a Sale Company or for a provisional liquidator to be appointed in respect of a Sale Company. (e) No Sale Company is bankrupt, insolvent, or unable to pay its liabilities, and has not stopped paying its liabilities as they fall due. (f) Each Sale Company is duly registered as a foreign company under the laws of Malaysia, and is not registered and has no branch office in any jurisdiction other than the Commonwealth of The Bahamas and Malaysia.
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Corporate Organisation and Business 
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Related to Corporate Organisation and Business

  • Corporate Organization (a) Seller is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. The Certificate of Incorporation and the Bylaws of Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect. (b) Section 5.1(b) of the Seller Disclosure Schedule sets forth the name and jurisdiction of organization of each Subsidiary of Seller. Each of Seller’s Subsidiaries is duly organized, validly existing and, if applicable, in corporate good standing under the laws of the jurisdiction of its organization. Each of Seller’s Subsidiaries has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. Each of Seller’s Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing has not had and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect. (c) The articles or certificate of incorporation and bylaws or equivalent organizational documents of each of the Subsidiaries of the Seller, copies of which have previously been made available to Parent and Purchaser, are true, correct, and complete copies of such documents as currently in effect.

  • Technical and Organisational Measures (1) Before the commencement of processing, the Supplier shall document the execution of the necessary Technical and Organisational Measures, set out in advance of the awarding of the Order or Contract, specifically with regard to the detailed execution of the contract, and shall present these documented measures to the Client for inspection. Upon acceptance by the Client, the documented measures become the foundation of the contract. Insofar as the inspection/audit by the Client shows the need for amendments, such amendments shall be implemented by mutual agreement. (2) The Supplier shall establish the security in accordance with Article 28 Paragraph 3 Point c, and Article 32 GDPR in particular in conjunction with Article 5 Paragraph 1, and Paragraph 2 GDPR. The measures to be taken are measures of data security and measures that guarantee a protection level appropriate to the risk concerning confidentiality, integrity, availability and resilience of the systems. The state of the art, implementation costs, the nature, scope and purposes of processing as well as the probability of occurrence and the severity of the risk to the rights and freedoms of natural persons within the meaning of Article 32 Paragraph 1 GDPR must be taken into account. [Details in Appendix 1] (3) The Technical and Organisational Measures are subject to technical progress and further development. In this respect, it is permissible for the Supplier to implement alternative adequate measures. In so doing, the security level of the defined measures must not be reduced. Substantial changes must be documented.

  • 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.

  • Organisation The statutes, membership, procedures, and other matters relating to the Court of Justice shall be determined by the Assembly in a protocol relating to the Court of Justice.

  • Corporate Organization, Etc The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation with full corporate power and authority to carry on its business as it is now being conducted and to own, operate and lease its properties and assets. The Purchaser is duly qualified or licensed to do business and is in corporate and tax good standing in every jurisdiction in which the conduct of its business, the ownership or lease of its properties, or the execution of, and performance of the transactions contemplated by, this Agreement, require it to be so qualified or licensed.

  • Purpose and Business The purpose and nature of the business to be conducted by the Partnership shall be to (a) engage directly in, or enter into or form, hold and dispose of any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the General Partner and that lawfully may be conducted by a limited partnership organized pursuant to the Delaware Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Partnership pursuant to the agreements relating to such business activity, and (b) do anything necessary or appropriate to the foregoing, including the making of capital contributions or loans to a Group Member; provided, however, that the General Partner shall not cause the Partnership to engage, directly or indirectly, in any business activity that the General Partner determines would be reasonably likely to cause the Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for federal income tax purposes. To the fullest extent permitted by law, the General Partner shall have no duty or obligation to propose or approve the conduct by the Partnership of any business and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership or any Limited Partner and, in declining to so propose or approve, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity and the General Partner in determining whether to propose or approve the conduct by the Partnership of any business shall be permitted to do so in its sole and absolute discretion.

  • Corporate Organization and Power Each of the Borrower and its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) has the full corporate power and authority to execute, deliver and perform the Credit Documents to which it is or will be a party, to own and hold its property and to engage in its business as presently conducted, and (iii) is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the nature of its business or the ownership of its properties requires it to be so qualified, except where the failure to be so qualified would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

  • Incorporation and Organization The Corporation has been incorporated or formed, as the case may be, is organized and is a valid and subsisting corporation or partnership, as the case may be, under the laws of its jurisdiction of existence and has all requisite corporate power and capacity to carry on its business as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof.

  • Corporate Organization and Authority Company (a) is a corporation duly organized, validly existing, and in good standing in its jurisdiction of incorporation, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign corporation in all jurisdictions where such qualification is required.

  • Certification Regarding Business with Certain Countries and Organizations Pursuant to Subchapter F, Chapter 2252, Texas Government Code, PROVIDER certifies it is not engaged in business with Iran, Sudan, or a foreign terrorist organization. PROVIDER acknowledges this Purchase Order may be terminated if this certification is or becomes inaccurate.

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