Entity Status; Power and Authority Sample Clauses

Entity Status; Power and Authority. Each Company is a corporation or limited partnership duly organized and validly existing in good standing under the laws of the State of incorporation or organization and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which the failure to be so qualified could have a Material Adverse Effect, all of which jurisdictions are set forth in Schedule 4.1 hereto. Each Company has the corporate power and authority and all Legal Rights which are necessary (i) to own, lease, use and operate its respective Property and to transact its business as now being and as proposed to be conducted; and (ii) to execute and deliver each Loan Document, perform and comply with all obligations and agreements thereunder and consummate the transactions contemplated thereby.
Sample 1
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Entity Status; Power and Authority. Borrower is a corporation duly organized and validly existing in good standing under the laws of the State of Texas and is duly
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Entity Status; Power and Authority. Each Company is a corporation duly organized and validly existing in good standing under the laws of its jurisdiction of incorporation and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, all of which jurisdictions are set forth in SCHEDULE 4.1 hereto. Each Company has the corporate power and authority and all Legal Rights which are necessary (i) to own, lease, use and operate its respective Property and to transact its business as now being and as proposed to be conducted and (ii) to execute and deliver each Loan Paper, perform and comply with all obligations and agreements thereunder and consummate the transactions contemplated thereby. It is understood that continued performance by Borrower and its Subsidiaries, of this Agreement and the Loan Papers to which such Persons are a party will require various filings, such as filings related to environmental matters, ERISA matters, Taxes and intellectual property, filings required to maintain corporate and similar standing and existence, filings pursuant to the UCC and other security filings and recordings, filings required by the Securities and Exchange Commission, routine filings in the ordinary course of business, and filings required in connection with the exercise by the Banks and the Agent of remedies in connection with the Security Documents.
Sample 1
Entity Status; Power and Authority. Borrower and each of its Subsidiaries are duly organized and validly existing in good standing under the laws of the state of its incorporation or organization and are corporations or other legal Persons duly qualified as a foreign corporation or organization and in good standing in all states in which the failure to be so qualified could have a Material Adverse Effect, all of which jurisdictions are set forth in Schedule 4.1 hereto. Borrower and each of its Subsidiaries has the corporate power and authority and all Legal Rights which are necessary (i) to own, lease, use and operate its Property and to transact its business as now being and as proposed to be conducted and (ii) to execute and deliver each Loan Document executed by it, perform and comply with all obligations and agreements thereunder and consummate the transactions contemplated thereby. The outstanding Capital Stock of Borrower and each of its Subsidiaries is duly authorized, validly issued, fully paid and non-assessable. As of the Closing Date, there are no Material Subsidiaries.
Sample 1
Entity Status; Power and Authority. Each Company is a corporation or limited partnership duly organized and validly existing in good standing under the laws of the State of incorporation or organization and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which the failure to be so qualified could have a Material Adverse Effect, all of which jurisdictions are set forth in Schedule 4.1 hereto. Each Company has the corporate power and authority and all Legal Rights which are necessary (i) to own, lease, use and operate its respective Property and to transact its business as now being and as proposed to be conducted and(ii) to execute and deliver each Loan Document, perform and comply with all obligations and agreements thereunder and consummate the transactions contemplated thereby.
Sample 1

Related to Entity Status; Power and Authority

  • Full Power and Authority Buyer represents that it has full power and authority to enter into this Agreement.

  • Organization; Power and Authority The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

  • Status and Authority Instinet is a company duly organized, validly existing in good standing under the laws of Delaware. The execution and delivery by Instinet of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate action on the part of Instinet, and this Agreement has been duly executed and delivered by the duly authorized officers of Instinet and constitutes the valid, legal and binding obligation of Instinet.

  • Power and Authority The Servicer has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary corporate action.

  • Organization, Good Standing and Authority The Vessel Owning Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the Republic of Liberia. The Vessel Owning Subsidiary has full corporate power and authority to carry on its business as it is now, and has since its incorporation been, conducted, and is entitled to own, lease or operate the properties and assets it now owns, leases or operates and to enter into legal and binding contracts. No meeting has been convened or resolution proposed or petition presented and no order has been made to wind up the Vessel Owning Subsidiary.

  • Incorporation; Power and Authority Buyer is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, with all necessary power and authority to execute, deliver and perform this Agreement.

  • Organization and Good Standing; Power and Authority Each Ventas Entity and each Significant Subsidiary (A) is a corporation, partnership, limited liability company or real estate investment trust duly organized and validly existing under the laws of the jurisdiction of its organization, (B) has all requisite corporate, partnership, limited liability company or trust power and authority necessary to own its property and carry on its business as described in the Disclosure Package and the Prospectus, and (C) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary, except for any failures to be so qualified and in good standing that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

  • Corporate Power and Authority Each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "AMENDED AGREEMENT").

  • Legal Power and Authority It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. It is an entity duly organized, validly existing and in good standing under the laws its jurisdiction of organization.

  • Good Standing and Authority Soliciting Dealer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to conduct its business and own its properties. Soliciting Dealer is qualified to do business in the jurisdictions the conduct of its business requires qualification. Soliciting Dealer will take all steps necessary to ensure that at all times during the Offering Period it remains in good standing and qualified to do business in such jurisdictions.

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