Common use of Due Incorporation; Valid Existence; Good Standing Clause in Contracts

Due Incorporation; Valid Existence; Good Standing. The Seller is a corporation duly organized and validly existing in good standing under the laws of the jurisdiction of its incorporation; and is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where the character of its property, the nature of its business or the performance of its obligations under this Agreement makes such qualification necessary, except where the failure to be so qualified will not have a material adverse effect on the business of the Seller or its ability to perform its obligations under this Agreement or any other Facility Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.

Appears in 4 contracts

Samples: Sale Agreement, Sale Agreement (MARRIOTT VACATIONS WORLDWIDE Corp), Pledge and Security Agreement (Marriott Vacations Worldwide Corp)

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Due Incorporation; Valid Existence; Good Standing. The Seller is a corporation limited liability company duly organized and validly existing in good standing under the laws of the jurisdiction of its incorporationformation; and is duly qualified to do business as a foreign corporation company and in good standing under the laws of each jurisdiction where the character of its property, the nature of its business or the performance of its obligations under this Agreement makes such qualification necessary, except where the failure to be so qualified will not have a material adverse effect on the business of the Seller or its ability to perform its obligations under this Agreement or any other Facility Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of any portion of the Conveyed Timeshare LoansProperty.

Appears in 3 contracts

Samples: Sale Agreement (Diamond Resorts International, Inc.), Sale Agreement (Diamond Resorts International, Inc.), Sale Agreement (Diamond Resorts International, Inc.)

Due Incorporation; Valid Existence; Good Standing. The Seller It is a corporation duly organized and validly existing in good standing under the laws of the jurisdiction of its incorporation; and is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where the character of its property, the nature of its business or the performance of its obligations under this Agreement makes such qualification necessary, except where the failure to be so qualified will not have a material adverse effect on the its business of the Seller or its ability to perform its obligations under this Agreement Agreement, or any other Facility Document related documents (the “Transaction Documents”) to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.

Appears in 3 contracts

Samples: Transfer Agreement (Silverleaf Resorts Inc), Transfer Agreement (Silverleaf Resorts Inc), Transfer Agreement (Silverleaf Resorts Inc)

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Due Incorporation; Valid Existence; Good Standing. The Seller is a corporation duly organized and validly existing in good standing under the laws of the jurisdiction State of its incorporationDelaware; and is duly qualified to do business as a foreign corporation company and in good standing under the laws of each jurisdiction where the character of its property, the nature of its business or the performance of its obligations under this Agreement makes such qualification necessary, except where the failure to be so qualified will not have a material adverse effect on the business of the Seller or its ability to perform its obligations under this Agreement or any other Facility Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of any portion of the Conveyed Timeshare LoansProperty.

Appears in 2 contracts

Samples: Third Amended and Restated Purchase Agreement (Diamond Resorts Corp), Second Amended and Restated Purchase Agreement (Diamond Resorts Parent, LLC)

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