Due Organization, Valid Existence Clause Samples
The 'Due Organization, Valid Existence' clause serves to confirm that each party entering into the agreement is properly organized and legally exists under the laws of its jurisdiction. In practice, this means that a company or entity must be officially registered, in good standing, and authorized to conduct business as represented in the contract. This clause helps ensure that all parties have the legal capacity to enter into and fulfill the obligations of the agreement, thereby reducing the risk of unenforceable contracts or disputes over a party’s legal status.
Due Organization, Valid Existence. The Selling Stockholder has been duly organized and is validly existing and in good standing under the laws of its respective jurisdiction of organization.
Due Organization, Valid Existence. The Trustee is duly organized and validly existing as a national banking association with corporate trust powers.
Due Organization, Valid Existence and Authority of the ------------------------------------------------------ Company. The Company is a corporation duly organized and validly existing under ------- the laws of the State of Delaware. The Company has the corporate power and authority to carry on its business as proposed to be conducted and at the Closing will be duly licensed or qualified to do business and in good standing in each jurisdiction in which its ownership or leasing of property or the conduct of its business requires such licensing or qualification, except where the failure to be so licensed, qualified or in good standing would not have a material adverse effect on the financial condition, business or results of operations of the Company and its subsidiaries (including the Bank), taken as a whole (a "Material Adverse Effect"). The Company has full right, power and authority to enter into this Agreement and the Registration Rights Agreement and to perform its obligations hereunder and thereunder. At the Closing, the Company will be duly registered as a savings and loan holding company under the Home Owners' Loan Act ("HOLA") and the regulations of the Office of Thrift Supervision (the "OTS") thereunder. The Certificate of Incorporation of the Company attached as Exhibit E to the Private Placement Memorandum is a true and complete copy of the Certificate of Incorporation of the Company as in effect on the date of this Agreement, and no amendment to such Certificate of Incorporation has been proposed or adopted. The Bylaws of the Company attached as Exhibit F to the Private Placement Memorandum are true and complete copies of the Bylaws of the Company as in effect on the date of this Agreement, and no amendment to such Bylaws has been proposed or adopted. Upon completion of the Closing, the Company will own all of the issued and outstanding shares of capital stock of the Bank, free and clear of any liens, equities, encumbrances (other than restrictions on transfer imposed by applicable securities laws) or claims of third parties. Upon completion of the Closing, the Company will not own any interest in or control, directly or indirectly, any corporations, partnerships or entities other than the Bank and the Bank's subsidiaries.
Due Organization, Valid Existence. The Company is a corporation duly organized and validly existing under the laws the State of Delaware, has the right to transact business in the State of Delaware and is in good standing and qualified to do business as a foreign business entity in each jurisdiction where the conduct of its business requires such qualification.
Due Organization, Valid Existence. Qualified to do Business Due Authorization
Due Organization, Valid Existence. The Sponsor is duly organized, validly existing and in good standing under the laws of the State of Delaware and possesses all licenses and authorizations necessary to carry on its business.