Common use of Corporate Organization and Authority Clause in Contracts

Corporate Organization and Authority. The Company and each Subsidiary: (a) is a corporation, limited liability company or partnership duly organized, validly existing and in good standing (to the extent that such concept is applicable) under the laws of its jurisdiction of organization; (b) has all legal and corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its Properties and to carry on its business as now conducted and as presently proposed to be conducted; (c) has all necessary licenses, certificates and permits to own and operate its Properties and to carry on its business as now conducted and as presently proposed to be conducted, except where the failure to have such licenses, certificates and permits, in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and (d) has duly qualified or has been duly licensed, and is authorized to do business and is in good standing, as a foreign corporation, limited liability company or foreign partnership, as the case may be, in each state in the United States of America and in each other jurisdiction where the failure to be so qualified or licensed and authorized and in good standing, in the aggregate for all such failures, could reasonably be expected to have a Material Adverse Effect.

Appears in 7 contracts

Samples: Note Purchase Agreement (Smithfield Foods Inc), Note Purchase Agreement (Smithfield Foods Inc), Note Purchase Agreement (Smithfield Foods Inc)

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Corporate Organization and Authority. The Company Issuer and each Subsidiary: (a) is a corporation, limited liability company or partnership duly organized, validly existing and in good standing (to the extent that such concept is applicable) under the laws of its jurisdiction of organization; (b) has all legal and corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its Properties and to carry on its business as now conducted and as presently proposed to be conducted; (c) has all necessary licenses, certificates and permits to own and operate its Properties and to carry on its business as now conducted and as presently proposed to be conducted, except where the failure to have such licenses, certificates and permits, in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and (d) has duly qualified or has been duly licensed, and is authorized to do business and is in good standing, as a foreign corporation, limited liability company or foreign partnership, as the case may be, in each state in the United States of America and in each other jurisdiction where the failure to be so qualified or licensed and authorized and in good standing, in the aggregate for all such failures, could reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Note Purchase Agreement (Smithfield Foods Inc), Note Purchase Agreement (Smithfield Foods Inc), Amendment Agreement (Smithfield Foods Inc)

Corporate Organization and Authority. The Each of the Company and each Subsidiary: (a) is a corporation, limited liability company or partnership corporation duly organizedincorporated, validly existing and in good standing (to the extent that such concept is applicable) under the laws of its jurisdiction of organizationincorporation; (b) has all legal and corporate, limited liability company or partnership, as the case may be, corporate power and authority necessary to own and operate its Properties and to carry on its business as now conducted and as presently proposed to be conducted; (c) has all necessary licenses, certificates certificates, permits, franchises and permits other governmental authorizations necessary to own and operate its Properties and to carry on its business as now conducted and as presently proposed to be conducted, except where the failure to have such licenses, certificates certificates, permits, franchises and permitsother governmental authorizations, in the aggregateaggregate for all such failures, could not reasonably be expected to have a Material Adverse Effect; and (d) has duly qualified or has been duly licensed, and is authorized to do business and is in good standing, as a foreign corporation, limited liability company or foreign partnership, as the case may be, in each state in the United States of America and in each other jurisdiction where it is required to do so, except where the failure to be so qualified or licensed and authorized and in good standing, in the aggregate for all such failures, could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Fresh America Corp), Securities Purchase Agreement (Fresh America Corp)

Corporate Organization and Authority. The Each of the Company and each Subsidiary: (a) is a corporation, limited liability company or partnership corporation duly organizedincorporated, validly existing and in good standing (to the extent that such concept is applicable) under the laws of its state or other jurisdiction of organizationincorporation; (b) has all legal and corporate, limited liability company or partnership, as the case may be, corporate power and authority necessary to own and operate its Properties and to carry on its business as now conducted and as presently proposed to be conducted; (c) has all necessary licenses, certificates certificates, permits, franchises and permits other governmental authorizations necessary to own and operate its Properties and to carry on its business as now conducted and as presently proposed to be conducted, except where the failure to have such licenses, certificates certificates, permits, franchises and permitsother governmental authorizations, in the aggregateaggregate for all such failures, could not reasonably be expected to have a Material Adverse Effect; and (d) has duly qualified or has been duly licensed, and is authorized to do business and is in good standing, as a foreign corporation, limited liability company or foreign partnership, as the case may be, in each state in the United States of America and in each other jurisdiction where it is required to do so, except where the failure to be so qualified or licensed and authorized and in good standing, in the aggregate for all such failures, could not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Able Telcom Holding Corp)

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Corporate Organization and Authority. The Each of the Company and each Subsidiary:the Material Subsidiaries (a) is a corporation, limited liability company corporation or partnership other entity duly organized, validly existing and in good standing (to the extent that such concept is applicable) under the laws of its jurisdiction of organization;, (b) has all legal and corporate, limited liability company corporate or partnership, as the case may be, other power and authority to own and operate its Properties and to carry on its business as now conducted and as presently proposed to be conducted;, (c) has all necessary licenses, certificates certificates, permits, franchises and permits other governmental authorizations necessary to own and operate its Properties and to carry on its business as now conducted and as presently proposed to be conducted, except where the failure to have such licenses, certificates and permits, franchises and other governmental authorizations, in the aggregateaggregate for all such failures, could not reasonably be expected to have a Material Adverse Effect; , and (d) has duly qualified or has been duly licensed, and is authorized to do business and is in good standing, as a foreign corporation, limited liability company corporation or foreign partnership, as the case may beother entity, in each state in the United States of America and in each other jurisdiction where the failure to be so qualified or licensed and authorized and in good standing, in the aggregate for all such failures, could reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Note Purchase Agreement (Seaboard Corp /De/)

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