Due Organization, Good Standing, Corporate Power and Subsidiaries Sample Clauses

Due Organization, Good Standing, Corporate Power and Subsidiaries. Emmis is a corporation duly organized, validly existing and in good standing under the Laws of the State of Indiana. Mediaco is a corporation duly organized, validly existing and in good standing under the Laws of the State of Indiana. Emmis and its Subsidiaries have all requisite corporate power and authority to lease and operate their properties and assets that will be contributed to Mediaco pursuant to this Agreement and to carry on the Mediaco Business as it is now being conducted. Each of Emmis and its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the property, leased or operated by the Mediaco Business that will be contributed to Mediaco pursuant to this Agreement or in which the nature of the Mediaco Business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed or to be in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
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Due Organization, Good Standing, Corporate Power and Subsidiaries. (a) Transferor is a corporation duly organized, validly existing and in good standing under the Laws of the State of New York. Transferor and the Purchased Entity have all requisite corporate or limited liability power and authority to own, lease and operate their properties and assets that constitute the Transferred Business and to carry on the Transferred Business as it is now being conducted. Each of Transferor and the Purchased Entity is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the property owned, leased or operated by the Transferred Business or the nature of the Transferred Business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed or to be in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
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Due Organization, Good Standing, Corporate Power and Subsidiaries. (a) Each of Parent and, as of the date hereof, GPI is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of Issuer and, as of the Closing, GPI is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Parent and its Subsidiaries have all requisite corporate power and authority to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted. Each of Parent and its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the property owned, leased or operated or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions.
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Due Organization, Good Standing, Corporate Power and Subsidiaries. (a) Each of IP, Spinco, xpedx Intermediate and xpedx is a corporation or a limited liability company, as applicable, duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation. IP and its Subsidiaries have all requisite corporate or limited liability power and authority to own, lease and operate their properties and assets that will be contributed to Spinco and the Spinco Subsidiaries pursuant to the Distribution Agreement and to carry on the Spinco Business as it is now being conducted. Each of IP and its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the property owned, leased or operated by the Spinco Business that will be contributed to Spinco and the Spinco Subsidiaries pursuant to the Distribution Agreement or the nature of the Spinco Business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed or to be in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect.
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Due Organization, Good Standing, Corporate Power and Subsidiaries. (a) Each of UWWH and Unisource is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. UWWH and its Subsidiaries have all requisite corporate power and authority to own, lease and operate their properties and assets and to carry on its business as it is now being conducted. Each of UWWH and its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the property owned, leased or operated or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed or to be in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect.
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Due Organization, Good Standing, Corporate Power and Subsidiaries. Acacia is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Acacia has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Acacia is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the property owned, leased or operated or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed or to be in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, operations, property or financial condition of Acacia and its Subsidiaries, taken as a whole.
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Due Organization, Good Standing, Corporate Power and Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company and its Subsidiaries have all requisite corporate power and authority to own, lease and operate their properties and assets and to carry on its business as it is now being conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the property owned, leased or operated or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed or to be in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
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Due Organization, Good Standing, Corporate Power and Subsidiaries. Transferor and each of its Subsidiaries that is involved in the conduct or operation of the Transferred Business or has any right, title or interest in or to any Transferred Asset (each such Subsidiary, an “Applicable Subsidiary”) is duly incorporated, formed or organized (as the case may be), validly existing and in good standing under the Laws of its respective jurisdiction of organization as set forth in Section 3.1 of the Transferor Disclosure Schedules. Transferor and each Applicable Subsidiary has all requisite power and authority to own, lease and operate its properties and assets and to carry on the Transferred Business as it has been and as it is now being conducted. Transferor and each Applicable Subsidiary is duly qualified or licensed to do business in each jurisdiction in which the properties and assets owned, leased or operated by such Person in the conduct of the Transferred Business or the nature of the Transferred Business makes such qualification necessary, other than such jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.
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Related to Due Organization, Good Standing, Corporate Power and Subsidiaries

  • Organization, Good Standing, Corporate Power 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 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.

  • Due Organization, Good Standing and Corporate Power Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect on the Company. For the purposes of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies of the Certificate of Incorporation and Bylaws (or equivalent documents), as amended to date, for itself and each of its Subsidiaries and copies of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint ventures.

  • Due Incorporation; Good Standing; Corporate Power; Etc The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is a Citizen of the United States and has the full corporate power, authority and legal right under the laws of the State of Delaware to execute and deliver this Note Purchase Agreement and each Financing Agreement to which it will be a party and to carry out the obligations of the Company under this Note Purchase Agreement and each Financing Agreement to which it will be a party;

  • Organization and Good Standing of the Company The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation as set forth above. The Company is not required to be qualified to transact business in any other jurisdiction where the failure to so qualify would have an adverse effect on the business of the Company.

  • Existence; Good Standing; Corporate Authority 11 3.2 Authorization, Validity and Effect of Agreements.........................12 3.3 Capitalization...........................................................12 3.4 Subsidiaries.............................................................13 3.5

  • Organization, Good Standing and Power The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.

  • Organization, Qualifications and Corporate Power Seller is a corporation duly incorporated and organized, validly existing, and in good standing under the laws of the State of Georgia. Seller has the corporate power and authority to execute, deliver, and perform this Agreement, the Xxxx of Sale and Assignment Agreement, the Deeds, and all other agreements, documents, certificates, and other papers contemplated to be delivered by Seller pursuant to this Agreement.

  • Good Standing of Subsidiaries Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite power and authority to own, lease and operate its properties, to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified to transact business and is 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 so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company’s banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

  • Organization and Corporate Power The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

  • Good Standing of the Subsidiaries Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has been duly formed or organized, as the case may be, and is validly existing as a corporation, partnership, limited liability company or trust, as the case may be, in good standing under the laws of its jurisdiction of incorporation or organization, except where the failure to be in good standing would not result in a Material Adverse Effect. The Subsidiaries have full power and authority (corporate and other) to own, lease and operate their properties and to conduct their businesses as described in the Prospectus and are duly qualified as a foreign corporation, partnership, limited liability company or trust, as the case may be, to transact business and are in good standing in each other 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 so to qualify or to be in good standing would not result in a Material Adverse Effect; all of the issued and outstanding ownership interests or shares of beneficial interest, as the case may be, of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except as described in the Prospectus; none of the outstanding interests or shares of beneficial interest, as the case may be, of the Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of the Subsidiaries.

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