Entity Matters. The Guarantor is a duly organized, validly existing entity organized and in good standing under the laws of the State of Maryland, and has all requisite power and authority to conduct its business and to own its property as now conducted or owned, and is qualified to do business in all jurisdictions where the nature and extent of its business is such that such qualification is required by law.
Entity Matters. That each Indemnitor is a duly organized validly existing entity in good standing under the laws of its organization and has all requisite power and authority to conduct its business and to own its properties as now conducted or owned;
Entity Matters. If such Guarantor is a Delaware Guarantor (as defined in Schedule 1), such Guarantor is duly organized, validly existing entity organized and in good standing under the laws of the State of Delaware, and has all requisite power and authority to conduct its business and to own its property as now conducted or owned, and is qualified to do business in all jurisdictions where the nature and extent of its business is such that such qualification is required by law. If such Guarantor is a Pennsylvania Guarantor (as defined in Schedule 1), such Guarantor is duly organized, validly existing entity organized and in good standing under the laws of the Commonwealth of Pennsylvania, and has all requisite power and authority to conduct its business and to own its property as now conducted or owned, and is qualified to do business in all jurisdictions where the nature and extent of its business is such that such qualification is required by law. If such Guarantor is a Virginia Guarantor (as defined in Schedule 1), such Guarantor is duly organized, validly existing entity organized and in good standing under the laws of the Commonwealth of Virginia, and has all requisite power and authority to conduct its business and to own its property as now conducted or owned, and is qualified to do business in all jurisdictions where the nature and extent of its business is such that such qualification is required by law.
Entity Matters. 50 8.5.1 Organization..............................................50 8.5.2 Ownership.................................................51 8.5.3 Taxpayer Identification Numbers...........................51 8.5.4 Equity Interests..........................................51 8.6 Authorization.......................................................51 8.7
Entity Matters. The Borrower is and shall remain a duly organized, validly existing corporation and shall have all requisite corporate power and authority to conduct its business and to own its property as the same is and shall be conducted or owned, and is and shall remain qualified to do business in all jurisdictions where the nature and extent of its business is or may be such that qualification is required by law, except where the failure to so qualify would not have a material and adverse effect on the Borrower, its properties or business, provided, however, that the Borrower may merge with any of its Affiliates or with any regulated water utility, without the Bank's consent, as long as the surviving entity shall have all of Borrower's obligations under the Related Documents. The execution of the Borrower Documents by the Borrower does not require any consent(s) which have not otherwise been obtained, whether of the Borrower's creditors or otherwise; and does not violate Borrower's certificate of incorporation, by-laws or similar documents or agreements of creation, governance, or management.
Entity Matters. Guarantor is a duly organized, validly existing corporation, organized and in good standing under the laws of Delaware, has all requisite power and authority to conduct its business and to own its property as now conducted or owned, and is qualified to do business in all jurisdictions where the nature and extent of its business is such that such qualification is required by law;
Entity Matters. Seller shall use its commercially reasonable efforts prior to Closing, and shall cause each of its affiliates to use its commercially reasonable efforts:
(a) to cause each of UPMC and the Included Joint Ventures that are Michigan limited liability companies as of the date of this Agreement to amend or restate their articles, operating agreement, bylaws or other governing documents, in a manner satisfactory to Buyer in its reasonable discretion, and take any such other actions requested by Xxxxx, including making any changes to permit Buyer or a subsidiary of Buyer to become an owner and to fully effectuate the transfer of the ownership interest in UPMC and such Included Joint Ventures to Buyer or a subsidiary of Buyer;
(b) to cause each of UPHP and the Included Joint Ventures that are Michigan nonprofit corporations as of the date of this Agreement (except for MCMCA) to amend or restate their governing documents, in a manner satisfactory to Buyer in its reasonable discretion, and take any such other actions requested by Buyer, including causing each entity to (i)(A) if necessary, become a business corporation in accordance with the Business Corporation Act of the State of Michigan and (B) immediately thereafter, convert from such business corporation to a Michigan limited liability company, and (ii) if necessary, permit Buyer or a subsidiary of Buyer to become an owner of each such converted entity and to fully effectuate the transfer of the ownership interests in such entities to Buyer or a subsidiary of Buyer; and
(c) to cause each of the Pre-Closing Transferred Assets Entities to convey to Seller all of their respective right, title and interest in and to all assets of every description, whether real, personal or mixed, whether tangible and intangible, owned, leased or licensed by each of the Pre-Closing Transferred Assets Entities, and located at or held or used in connection with the business or operations of the Pre- Closing Transferred Assets Entities, including the following items, free and clear of any and all Encumbrances other than Permitted Encumbrances and Assumed Liabilities: (i) good and marketable title to any and all of its assets that constitute personal property, (ii) valid and enforceable leasehold interests in any and all of its assets that constitute personal property that are subject to a lease and (iii) good and marketable fee simple title in any and all of its real property, together with the improvements thereon and fixtures relat...
Entity Matters. The REIT is a duly organized, validly existing corporation organized and in good standing under the laws of the State of Maryland, has all requisite power and authority to conduct its business and to own its property as now conducted or owned, and is qualified to do business in all jurisdictions where the nature and extent of its business is such that such qualification is required by law.
Entity Matters. TNP is a duly organized, validly existing limited liability company organized and in good standing under the laws of the State of Delaware, has all requisite power and authority to conduct its business and to own its property as now conducted or owned, and is qualified to do business in all jurisdictions where the nature and extent of its business is such that such qualification is required by law.
Entity Matters. The Company is duly organized and validly existing in good standing under the laws of the State of Delaware, has all requisite power and authority to conduct its business and to own its property as the same is and shall be conducted or owned, and is qualified to do business as a foreign corporation in all locations required under the laws of each jurisdiction in which it does business and under which the failure so to qualify and remain in good standing would have a material adverse effect on the Company. The execution of this Agreement, the Convertible Notes, the Series D Preferred Stock and the Warrants (collectively, the “Exchange Documents”) will not violate the Company’s Certificate of Incorporation or By-Laws.
