DUE ORGANIZATION; OWNERSHIP STRUCTURE Sample Clauses

DUE ORGANIZATION; OWNERSHIP STRUCTURE. (i) Collateral Inc. is a Single-Purpose corporation duly organized, validly existing and in good standing under the laws of the State of Maryland pursuant to those certain Articles of Incorporation dated February 29, 1996 and duly filed on March 1, 1996 with the Maryland State Department of Assessments and Taxation, as amended pursuant to the amendments listed on Schedule K hereto ("COLLATERAL INC.'S ARTICLES OF INCORPORATION"). Copies of Collateral Inc.'s Articles of Incorporation, By-Laws and other organizational documents, as amended pursuant to the amendments listed on Schedule K hereto ("COLLATERAL INC.'S ORGANIZATIONAL DOCUMENTS") certified as true,
Sample 1
AutoNDA by SimpleDocs
DUE ORGANIZATION; OWNERSHIP STRUCTURE. (1) The REIT is qualified to transact business and is in good standing in the State of Maryland and each other AIMCO Party is qualified to transact business and is in good standing in the State of Delaware. Each AIMCO Party is also qualified to transact business and is in good standing in each other jurisdiction in which such qualification and/or standing is necessary to the conduct of its business and where the failure to be so qualified would adversely affect the validity of, the enforceability of, or the ability of the AIMCO Party to perform, the Obligations under this Agreement and the other Loan Documents. Each Owner of a Mortgaged Property is qualified to transact business and is in good standing in the State in which the Mortgaged Property is located.
Sample 1
DUE ORGANIZATION; OWNERSHIP STRUCTURE. (a) Owner is a Single-Purpose limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware pursuant to (x) that certain Limited Partnership Agreement dated as of October 25, 1996 (together with all schedules, exhibits and annexes thereto, the "OWNER PARTNERSHIP AGREEMENT"), and (y) that certain Certificate of Limited Partnership dated October 25, 1996 and duly filed on 43 October 25, 1996 in the office of the Secretary of State of Delaware (the "OWNER PARTNERSHIP CERTIFICATE"). Copies of the Owner Partnership Agreement and the Owner Partnership Certificate and other organizational documents of Owner (the "OWNER ORGANIZATIONAL DOCUMENTS"), certified as true, correct and complete by a duly authorized officer of General Partner, have been delivered to Fannxx Mae on or before the date hereof. The Owner Partnership Agreement is in full force and effect, constitutes the entire agreement of the partners thereof with respect to Owner, and has not been otherwise supplemented, amended or modified.
Sample 1
DUE ORGANIZATION; OWNERSHIP STRUCTURE. (i) Owner is a Single-Purpose general partnership duly organized, validly existing and in good standing under the laws of the State of Georgia pursuant to those certain Articles of General Partnership dated as of August 1, 1996 (together with all schedules, exhibits and annexes thereto, the "OWNER PARTNERSHIP AGREEMENT"). A copy of the Owner Partnership Agreement certified as true, correct and complete by a duly authorized officer of QRS Partner, has been delivered to Xxxxxx Xxx on or before the date hereof. The Owner Partnership Agreement is in full force and effect and constitutes the entire agreement of the partners thereof with respect to Owner, and has not been supplemented, amended or modified.
Sample 1
DUE ORGANIZATION; OWNERSHIP STRUCTURE. (i) Owner is a Single-Purpose limited partnership duly organized, validly existing and in good standing under the laws of the State of Florida pursuant to (x) that certain Second Amended and Restated Limited Partnership Agreement dated as of June 20, 1996 (together with all schedules, exhibits and annexes thereto, the "OWNER PARTNERSHIP AGREEMENT"), and (y) that certain Certificate of Limited Partnership duly filed in the office of the Secretary of State of Florida on June 5, 1991, as amended by that certain Amendment to Certificate of Limited Partnership dated as of December 21, 1994 and duly filed in the office of the Secretary of State of Florida on April 11, 1995 (collectively, the "OWNER PARTNERSHIP CERTIFICATE"). Copies of the Owner Partnership Agreement, the Owner Partnership Certificate and all other organizational documents of Owner (collectively, the "OWNER ORGANIZATIONAL DOCUMENTS"), certified as true, correct and complete by a duly authorized officer of General Partner, have been delivered to Xxxxxx Xxx. The Owner Organizational Documents are in full force and effect and constitute the entire agreement of the partners thereof with respect to Owner, and have not been supplemented, amended or modified.
Sample 1

Related to DUE ORGANIZATION; OWNERSHIP STRUCTURE

  • Ownership Structure Part I of Schedule 7.1(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. As of the Agreement Date, except as disclosed in such Schedule, (A) each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (C) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 7.1(b) correctly sets forth all Unconsolidated Affiliates of the Borrower and its Subsidiaries, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Borrower and its Subsidiaries.

  • Due Organization; No Subsidiaries; Etc (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts.

  • 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.

  • Group Structure (a) The Group Structure Chart shows:

  • 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; Subsidiaries; Etc (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts.

  • Organization and Ownership of Shares of Subsidiaries (a) Schedule 5.4 is (except as noted therein) a complete and correct list of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary.

  • Organization and Ownership of Shares of Subsidiaries; Affiliates (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers.

  • 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.

  • Due Organization; Subsidiaries Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet Corporations has all necessary power and authority to (a) conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its material obligations under all Parent Material Contracts. Each of the SafeNet Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of all jurisdictions where the failure to be so qualified would have a Material Adverse Effect on the SafeNet Corporations. Parent has delivered or made available to the Company accurate and complete copies of the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet Corporations, including all amendments thereto (collectively, the “Parent Organization Documents”). Parent has no Subsidiaries, except for the corporations identified in Schedule 3.1 of the Parent Disclosure Schedule. Parent and each of its Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule are collectively referred to herein as the “SafeNet Corporations”. None of the SafeNet Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet Corporations’ interests in their Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!