Due Organization; Limited Purpose Sample Clauses

Due Organization; Limited Purpose. The Lessor is a limited liability company duly organized and validly existing in good standing under the laws of the State of Massachusetts; is duly qualified as a foreign limited liability company and in good standing under the laws of the State of Texas; and has full power, authority and legal right as a limited liability company to execute, deliver and perform its obligations under this Participation Agreement and each other Operative Document to which it is or will be a party. The Lessor further represents, covenants and warrants that (i) it has been formed and exists for the sole purpose of, and will not engage in any business or other activity except as necessary in connection with, acquiring and owning the Leased Property and taking the actions contemplated on the Lessor's part under the Operative Documents and (ii) except for obligations and indebtedness of the Lessor represented by and set forth in the Operative Documents and except for obligations or indebtedness of the Lessor arising directly or indirectly from the Lessee's failure to discharge the Lessee's obligations under the Operative Documents, the Lessor will not create, incur, suffer to be created or incurred, or guarantee any obligation or indebtedness.
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Due Organization; Limited Purpose. Lessor is a limited partnership duly organized and validly existing in good standing under the laws of the State of Ohio; is duly qualified to conduct business in, and is in good standing under the laws of, each state where such qualification, good standing and authority is or will be required in connection with the performance of its duties under the Operative Documents; and has full power, authority and legal right to execute, deliver and perform its obligations under this Participation Agreement and each other Operative Document to which it is or will be a party. The Lessor further represents, covenants and warrants that (i) the Lessor has been organized and exists for the sole purpose of, and will not engage in any business or other activity except as necessary in connection with, the Lessor's acquiring and owning the Leased Property and taking the actions contemplated on Lessor's part under the Operative Documents and (ii) except for obligations and indebtedness of Lessor represented by and set forth in the Operative Documents and except for obligations or indebtedness of Lessor arising directly or indirectly from failure of the Lessee or the Guarantor to discharge their respective obligations under the Operative Documents, the Lessor (whether as trustee or in its individual capacity) will not create, incur, suffer to be created or incurred, or guarantee any obligation or indebtedness relating to, or encumbering, the Leased Property.
Sample 1

Related to Due Organization; Limited Purpose

  • Limited Purpose The Company and the Dealer Manager hereby acknowledge that the Escrow Agent is serving as the escrow agent only for the limited purposes herein set forth, and hereby agree that they will not represent or imply that the Escrow Agent, by serving as the Escrow Agent hereunder or otherwise, has investigated the desirability or advisability of investment in the Company or have approved, endorsed or passed upon the merits of the Shares, nor shall they use its name in any manner whatsoever in connection with the offer or sale of the Shares other than by acknowledgment that the Escrow Agent has agreed to serve as the Escrow Agent for the limited purposes set forth herein.

  • 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 Such Stockholder, if a corporation or other entity, has been duly organized, is validly existing and is in good standing under the laws of the state of its formation or organization.

  • Due Organization; Good Standing The Company is duly created, validly existing and in good standing as a statutory trust under the laws of the State of Delaware.

  • Corporate Organization, Etc Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada with the requisite corporate power and authority to carry on its business as it is now being conducted and to own, operate and lease its properties and assets, is duly qualified or licensed to do business as a foreign corporation in good standing in every other jurisdiction in which the character or location of the properties and assets owned, leased or operated by it or the conduct of its business requires such qualification or licensing, except in such jurisdictions in which the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as defined below) on Company. Company Disclosure Schedule contains a list of all jurisdictions in which Company is qualified or licensed to do business and includes complete and correct copies of Company’s articles of incorporation and bylaws. Company does not own or control any capital stock of any corporation or any interest in any partnership, joint venture or other entity.

  • Corporate Organization and Good Standing The Company is a corporation ---------------------------------------- duly organized, validly existing, and in good standing under the laws of the State of Delaware and is duly qualified and in good standing in all other states where the nature of its business or operations or the ownership of its property requires such qualification.

  • Corporate Organization 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 own, operate and lease its properties and to carry on its business as and in the places where such properties are now owned, operated and leased or such business is now being conducted.

  • Corporate Organization of the Company (a) The Company has been duly incorporated, is validly existing and in good standing under the Laws of the State of Delaware and has the requisite power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted. The certificate of incorporation and by-laws of the Company previously made available by the Company to Acquiror are true, correct and complete and are in effect as of the date of this Agreement.

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

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