Duly Incorporated Clause Samples
The 'Duly Incorporated' clause serves to confirm that a party to the agreement is a legally established and validly existing entity under the laws of its jurisdiction. In practice, this means the party has completed all necessary legal steps for formation, such as filing articles of incorporation or similar documents, and is authorized to conduct business. This clause reassures the other party that they are entering into a contract with a legitimate and recognized entity, thereby reducing the risk of unenforceable agreements or disputes over legal capacity.
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Duly Incorporated. The Buyer is a corporation duly incorporated and organized in its jurisdiction of incorporation and is a validly subsisting corporation in good standing in its jurisdiction of incorporation with full corporate capacity, power and authority (a) to purchase and own the Purchased Assets, (b) to execute and deliver this Agreement, (c) to issue the Common Shares comprising the Share Consideration to the Seller as herein contemplated, and (d) to otherwise observe, perform, satisfy and carry out its obligations hereunder.
Duly Incorporated. The Seller is a limited liability company duly formed and organized in the State of Florida and is a validly subsisting limited liability company in good standing in the State of Florida with full corporate capacity, power and authority (a) to own or operate the Purchased Assets, (b) to execute and deliver this Agreement, (c) to consummate the transactions as herein contemplated, and (d) to otherwise observe, perform, satisfy and carry out its obligations hereunder.
Duly Incorporated. FCF is a company duly incorporated and validly existing under the laws of New Zealand.
Duly Incorporated. The Company and Unity Wireless Systems Corporation, a British Columbia corporation which is wholly owned by the Company and is the Company’s sole subsidiary and which maintains its sole office in British Columbia (the “Subsidiary”), are each corporations duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, with the requisite power and authority to own, lease and operate its respective properties and conduct its business as presently conducted or proposed to be conducted, and is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect (as defined below).
Duly Incorporated. The Buyer is a corporation duly incorporated and organized in its jurisdiction of incorporation and is a validly subsisting corporation in good standing in its jurisdiction of incorporation with full corporate capacity, power and authority (a) to purchase and own the Purchased Assets, (b) to execute and deliver this Agreement, (c) to issue the Common Shares comprising the Share Consideration to the Seller as herein contemplated, (d) to issue the Warrants and the Common Shares underlying the Warrants to the Seller as herein contemplated, and (d) to otherwise observe, perform, satisfy and carry out its obligations hereunder.
Duly Incorporated in respect of the Borrower, it is duly incorporated and validly existing under the laws of the Cayman Islands and has the power to own its assets and carry on the business it now conducts;
Duly Incorporated. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to enter into and perform this Agreement, the Note and each other document executed in order to give effect to this Agreement (collectively, the "Loan Documents") and to carry on its business as now being conducted and as proposed to be conducted. The Company is duly qualified to transact business and is qualified as a foreign corporation in the State of California.
Duly Incorporated. The Collateral Giver is duly incorporated and validly existing under the laws of [●] and is not subject to any bankruptcy proceedings or proceedings for voluntary arrangements with its creditors, controlled management or suspension of payments or any similar insolvency or liquidation proceedings under the law and jurisdiction in which the Collateral Giver is established.
Duly Incorporated. The Company has been duly incorporated for an unlimited duration and is validly existing as a limited liability company (société anonyme) in good standing under the laws of Belgium and no steps have been taken or contemplated by the Company or, to the knowledge of the Company, taken or threatened by a third party for its nullity, bankruptcy, liquidation, receivership or reorganization or any other similar proceeding, has not had any petition filed or other proceedings commenced for an administration order, had not been appointed a receiver, liquidator, trustee, custodian or similar official in any jurisdiction in respect of any part of the business or assets of the Company, and has full corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus, and to execute and deliver this Agreement and the Deposit Agreement and to issue, sell and deliver the Securities as contemplated herein.
Duly Incorporated. Each of the Company and the Subsidiaries (as defined in the Note) is a corporation duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or formation, as the case may be, with the requisite power and authority to own, lease and operate its respective properties and conduct its respective businesses as presently conducted or proposed to be conducted, and is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect (as defined below).