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

Due Incorporation; Valid Existence; Good Standing. The Depositor is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware; and is duly qualified to do business as a foreign 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 Depositor or its ability to perform its obligations under this Agreement or any other 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 Property.

Appears in 4 contracts

Samples: Fourth Amended and Restated Sale Agreement (Diamond Resorts Corp), Fifth Amended and Restated Sale Agreement (Diamond Resorts International, Inc.), Third Amended and Restated Sale Agreement (Diamond Resorts Corp)

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Due Incorporation; Valid Existence; Good Standing. The Depositor is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State jurisdiction of Delawareits incorporation; and is duly qualified to do business as a foreign company 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 Depositor or its ability to perform its obligations under this Agreement or any other 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 PropertyLoans.

Appears in 1 contract

Samples: Sale Agreement (Bluegreen Corp)

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Due Incorporation; Valid Existence; Good Standing. The Depositor is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State jurisdiction of Delawareits incorporation; and is duly qualified to do business as a foreign company 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 Depositor or its ability to perform its obligations under this Agreement or any other 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 PropertyLoans.

Appears in 1 contract

Samples: Sale Agreement (Bluegreen Corp)

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