Due Incorporation and Good Standing; Qualifications Sample Clauses

Due Incorporation and Good Standing; Qualifications. Each Seller is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. Each Seller is duly qualified, licensed and in good standing as a corporation, and is properly authorized and has all necessary permits to conduct the Business in the jurisdiction in which the Production Support Unit is located and in all of the jurisdictions in which the Branch Offices are located, except where the absence of such qualification would not reasonably be expected to have a Material Adverse Effect. Neither the nature of the Business nor the location of the Assets requires any Seller to be qualified, licensed, in good standing or otherwise authorized in any jurisdiction other than the jurisdictions in which the Production Support Unit or Branch Offices are located. Each Seller has in full force and effect (without notice of possible suspension, revocation or impairment) all requisite Permits that are required in connection with the Business and the Assets, except where the lack thereof would not reasonably be expected to have a Material Adverse Effect.
Sample 1
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Due Incorporation and Good Standing; Qualifications. Seller is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. Seller is duly qualified, licensed and in good standing as a corporation, and is properly authorized and has all necessary permits to conduct the Business. Seller has in full force and effect (without notice of possible suspension, revocation or impairment) all requisite Permits that are required in connection with the Business and the Assets.
Sample 1
Due Incorporation and Good Standing; Qualifications. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by Seller or the operation of the Business makes such licensing or qualification necessary, except where failure to be licensed or qualified would not have a material adverse effect on the Business. Xenith is a Virginia banking corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia.
Sample 1
Due Incorporation and Good Standing; Qualifications. Each is --------------------------------------------------- a corporation or partnership duly organized, validly existing and in good standing under the laws of its state of incorporation or formation. Each is duly qualified or licensed and in good standing as a corporation or partnership, authorized to conduct its business and has in full force and effect (without notice of possible suspension, revocation or impairment) all requisite permits, licenses and approvals in each jurisdiction in which the nature of its business requires it to be so qualified or licensed or otherwise possess such permits.
Sample 1

Related to Due Incorporation and Good Standing; Qualifications

  • Organization and Good Standing; Qualification The Seller has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with the power and authority to own or lease its properties and to conduct its activities as such properties are currently owned or leased and such activities are currently conducted.

  • Due Incorporation and Good Standing AVRS is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.

  • Organization; Good Standing; Qualification and Power The Contributed Subsidiaries are all of the subsidiaries of the Contributed Companies or any of their direct or indirect subsidiaries. Each of the Contributed Companies, and the Contributed Subsidiaries and each of the Contributing Companies is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, has all requisite corporate power and authority to own, lease and operate any and all of the Group Assets held by such company and for the Conduct of the Group Business as now being conducted by such company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not have a Material Adverse Effect on the Group Business. SCO has delivered to Caldera or its counsel complete and correct copies of the charter documents of the Contributed Companies and the Contributed Subsidiaries. Except for the Contributed Subsidiaries, none of the Contributed Companies nor any of the Contributed Subsidiaries owns, directly or indirectly, any capital stock or other equity interest of any corporation or has any direct or indirect equity or ownership interest in any other business, whether organized as a corporation, partnership, joint venture or otherwise.

  • Organization; Good Standing; Qualification The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”).

  • Incorporation and Good Standing The Company has been duly incorporated or formed and is validly existing and in good standing as a company limited by shares under the laws of the jurisdiction of its formation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. As of the Closing, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is not otherwise disclosed in the Disclosure Package.

  • Organization and Good Standing Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

  • Qualification and Good Standing Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will not have a Material Adverse Effect.

  • Formation and Good Standing Such Party is a limited partnership or limited liability company, legally formed, validly existing and, to the extent applicable, in good standing under the laws of the state of its formation. Such Party is duly qualified to do business and is in good standing as a foreign limited partnership or limited liability company, as applicable, in each jurisdiction where the character of the properties owned or leased by it or the nature of the businesses transacted by it requires it to be so qualified.

  • 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.

  • Due Qualification and Good Standing The Borrower is in good standing in the State of Delaware. The Borrower is duly qualified to do business and, to the extent applicable, is in good standing in each other jurisdiction in which the nature of its business, assets and properties, including the performance of its obligations under this Agreement, the other Facility Documents to which it is a party and its Constituent Documents, requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.

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