Due Organization and Existence The District is a school district, duly organized and existing under the Constitution and laws of the State of California.
Organization, Existence and Good Standing The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware.
Organization, Existence, etc The Buying Corporation is a corporation duly organized, validly existing and in good standing under the laws of the state of Minnesota and has the power to carry on its business as it is now being conducted.
Due Organization, etc Parent is a company duly organized and validly existing under the laws of the jurisdiction of its incorporation. Parent has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Parent have been duly authorized by all necessary action on the part of Parent.
Due Organization and Good Standing Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser is qualified to transact business in each jurisdiction in which such qualification is deemed necessary.
Due Organization The Seller is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all licenses necessary to carry on its business now being conducted and is licensed, qualified and in good standing under the laws of each state where a Mortgaged Property is located or is otherwise exempt under applicable law from such qualification or is otherwise not required under applicable law to effect such qualification; no demand for such qualification has been made upon the Seller by any state having jurisdiction and in any event the Seller is or will be in compliance with the laws of any such state to the extent necessary to enforce each Mortgage Loan and with respect to Cendant Mortgage, service each Mortgage Loan in accordance with the terms of this Agreement.
Formation; Existence Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.
Organization and Existence Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.
Due Organization, Good Standing and Power Section 3.1 (a) of the Seller Schedule sets forth a true, complete and correct list of all the Subsidiaries, their respective jurisdictions of incorporation and the number of shares of capital stock of each Transferred Subsidiary outstanding and such number owned beneficially and of record by Seller or the Subsidiaries. Seller and each of the Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, lease and operate its property and to conduct the Analytical Instruments Business as currently conducted by it. Seller has all requisite corporate power and authority to enter into this Agreement and each of the other agreements contemplated hereby to be entered into by it and to perform its obligations hereunder and thereunder. Each Subsidiary has all requisite corporate power and authority to enter into each agreement contemplated hereby to be entered into by it and to perform its obligations thereunder. Each of Seller and each Subsidiary Asset Seller has all requisite corporate power and authority to convey good and marketable title to Buyer with respect to the Assets owned by it. Each Affiliate of Seller which owns Subsidiary Stock has all requisite corporate power and authority to enter into each agreement contemplated hereby to be entered into by it and to perform its obligations thereunder. Each Affiliate of Seller which owns Subsidiary Stock has all requisite corporate power and authority to convey good and marketable title to Buyer with respect to the Subsidiary Stock owned by it. Each of Seller and the Subsidiaries is duly authorized, qualified or licensed to do business as a foreign corporation and is in good standing in each of the jurisdictions in which its right, title or interest in or to any of the Assets held by it, or the conduct of the Analytical Instruments Business by it, requires such authorization, qualification or licensing, except where the failure to so qualify or to be in good standing would not, individually or in the aggregate, have a Seller Representation Adverse Effect or materially impair either (i) the ability
Legal Existence and Good Standing The Borrower shall, and shall cause each of its Subsidiaries to, maintain its legal existence and its qualification and good standing in all jurisdictions in which the failure to maintain such existence and qualification or good standing could reasonably be expected to have a Material Adverse Effect.
