Due Organization; Foreign Qualification Sample Clauses

Due Organization; Foreign Qualification. Unistar is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Unistar is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of the properties owned, leased or operated by it and the business transacted by it require such qualification.
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Due Organization; Foreign Qualification. Brookside is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Oklahoma, with all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being owned, leased, operated and conducted. True, correct and complete copies of the Articles of Organization and operating agreement of Brookside have been delivered to PSMH and UCMC. Brookside does not have any wholly or partially owned subsidiaries and does not own any economic, voting or management interests in any other Person. The Members are, and will be at Closing, the sole members of Brookside. Brookside is duly qualified to conduct business and is in good standing as a foreign entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in or cause a Brookside Material Adverse Effect.
Sample 1
Due Organization; Foreign Qualification. Dr. Pave is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California, with all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being owned, leased, operated and conducted. True, correct and complete copies of the articles of organization and operating agreement of Dr. Pave have been delivered to Heatwurx. Dr. Pave does not have any wholly or partially owned subsidiaries and does not own any economic, voting or management interests in any other Person. The Members are, and will be at Closing, the sole members of Dr. Pave.
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Due Organization; Foreign Qualification. Caldera is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Caldera is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of the properties owned, leased or operated by it and the business transacted by it require such qualification.
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Due Organization; Foreign Qualification. IFHC and its wholly-owed subsidiary International Surety & Casualty Corporation, a Texas corporation ("ISCC"), each is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas, with all requisite corporate power and authority to own, lease and operate its respective properties and to carry on its respective business as they are now being owned, leased, operated and conducted. IFHC and ISCC each is qualified to do business and is in good standing as a foreign corporation in every jurisdiction where the nature of the properties owned, leased or operated by it and the business transacted by it require such qualification. The jurisdictions in which IFHC and ISCC are qualified to do business are set forth on Schedule 4.01. IFHC has no direct or indirect ------------- subsidiaries, either wholly or partially owned, other than ISCC, and ISCC has no direct or indirect subsidiaries, either wholly or partially owned. Neither IFHC nor ISCC holds any voting or management interest in any Entity other than IFHC's interest in ISCC.
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Due Organization; Foreign Qualification. Founders is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Missouri, with all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being owned, leased, operated and conducted. True, correct and complete copies of the Articles of Organization and operating agreement of Founders have been delivered to PSMH and UCMC. Founders does not have any wholly or partially owned subsidiaries and does not own any economic, voting or management interests in any other Person. The Member is, and will be at Closing, the sole Member of Founders. Founders is duly qualified to conduct business and is in good standing as a foreign entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in or cause a Founders Material Adverse Effect.
Sample 1
Due Organization; Foreign Qualification. IMP is a corporation duly organized, validly existing and in good standing under the laws of the State of Iowa, with all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being owned, leased, operated and conducted. True, correct and complete copies of the Articles of Incorporation and bylaws of IMP have been delivered to PSMH and UCMC. IMP does not have any wholly or partially owned subsidiaries and does not own any economic, voting or management interests in any other Person. The Shareholder is, and will be at Closing, the sole shareholder of IMP. IMP is duly qualified to conduct business and is in good standing as a foreign entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in or cause an IMP Material Adverse Effect.
Sample 1
Due Organization; Foreign Qualification. USF and its wholly-owned subsidiaries, U. S. Fidelity Insurance Services ("USFI"), Eagle Claims Corp. ("ECC"), Eagle Premium Finance Company ("EPF") and 4635 Partners, Ltd. (4635"), each is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas, with all requisite corporate power and authority to own, lease and operate its respective properties and to carry on its respective business as they are now being owned, leased, operated and conducted. The jurisdictions in which USFI, ECC EPF and 4635 are qualified to do business are set forth on Schedule 4.01. USF has no direct or indirect subsidiaries, either wholly or partially owned, other than USFI, XXX, XXX xxx 0000 xxx XXXX, XXX, XXX xxx 4635 has no direct or indirect subsidiaries, either wholly or partially owned other than USFI which owns directly Great Southern General Agency, Inc., First Choice Underwriters, Inc., Peak Underwriters, Inc., and Advanced Underwriters, Inc. USF holds no voting or management interest in any Entity other than its subsidiaries.
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Related to Due Organization; Foreign Qualification

  • Foreign Qualification Prior to the Company’s conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.

  • Organization; Qualification The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Company.

  • Organization, Qualification, Etc Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. The copies of Acquiror's Articles of Association and Bylaws and Sub's articles of incorporation and bylaws which have been delivered to Target are complete and correct and in full force and effect on the date hereof. Each of Acquiror's Significant Subsidiaries (as defined in Section 9.11) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. All the outstanding shares of capital stock of, or other ownership interests in, Acquiror's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by Acquiror, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror.

  • 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.

  • Foreign Qualifications Each of the Company and its subsidiaries is duly qualified as a foreign entity to transact business and is each in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not singularly, or in the aggregate, in the reasonable judgment of the Company, be expected to result in a Material Adverse Effect.

  • 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.

  • Organization; Good Standing; Qualification The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified or registered to do business in each jurisdiction in which the nature of its business or operations requires such qualification or registration.

  • Organization, Qualification and Power The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all requisite corporate power and authority, and all governmental licenses, governmental authorizations, governmental consents and governmental approvals, required to carry on its business as now conducted and to own, lease and operate the assets and properties of the Company as now owned, leased and operated. The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction in which the character or location of its properties and assets owned, leased or operated by the Company or the nature of the business conducted by the Company requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing in such other jurisdiction could not, individually or in the aggregate, have a Material Adverse Effect (as defined herein) on the Company. The Company has heretofore delivered to the Investors complete and accurate copies of its Articles of Incorporation and Bylaws, as currently in effect. The Company has previously delivered to the Investors a complete and accurate list of all jurisdictions in which the Company is qualified or licensed to do business as of the date hereof.

  • Organization, Good Standing and 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 now 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 its business or properties.

  • Organization; Good Standing; Qualification and Power The Company: (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey; (b) has all requisite corporate power and authority to own, lease and operate its properties and Assets and to carry on its business in the Ordinary Course; and (c) is duly qualified and in good standing to do business in all jurisdictions in which the failure to be so qualified and in good standing could be reasonably expected to have a material adverse effect on such Person's business, Assets, operations, results of operations, liabilities, properties, condition (financial or otherwise), affairs or an effect which could materially impair the ability of a Person to perform any obligation under this Agreement or materially impair the consummation of the transaction contemplated hereby ("Material Adverse Effect"). The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company has delivered to Parent true and complete copies of the Charter and by-laws of the Company as amended to the date hereof, and its minute books. As used in this Agreement, "Certificate" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and any amendments thereto, as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.