Existence and Power; No Subsidiaries Sample Clauses

Existence and Power; No Subsidiaries. (i) HW is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Nevada. HW has all requisite corporate power required to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it is currently conducted, and is duly qualified to transact business as a foreign corporation in each jurisdiction where the conduct of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Section 6.01(a)(i) of the Disclosure Letter contains a complete and accurate list of each jurisdiction in which HW is qualified to do business as a foreign business entity. Section 6.01(a)(ii) of the Disclosure Letter contains a complete and accurate list of all assumed or fictitious names of HW used within the last five (5) years and the corresponding jurisdiction(s) in which HW has registered such assumed or fictitious names. (ii) HW has made available to Buyer correct and complete copies of the Organizational Documents of HW. Such Organizational Documents are in full force and effect and HW is not in violation of any provisions of such Organizational Documents. (iii) HW (i) has no Subsidiaries, and (ii) does not own, directly or indirectly, any Equity Securities of any Person.
Sample 1
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Existence and Power; No Subsidiaries. (a) Acculogic CAN is a corporation duly incorporated, validly existing and in good standing (or its equivalent) under the Laws of the Province of Ontario. Acculogic DE is a corporation duly incorporated, validly existing and in good standing (or its equivalent) under the Laws of the State of Delaware. Holdco is a corporation duly incorporated, validly existing and in good standing (or its equivalent) under the Laws of the Province of Ontario. Acculogic Inc. is a corporation duly incorporated, validly existing and in good standing (or its equivalent) under the Laws of the Province of Ontario. Acculogic GmbH is a limited liability company duly organized and validly existing under the Laws of Germany. Each Company Entity has all requisite corporate power required to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it is currently conducted, and is duly qualified to transact business as a foreign corporation in each jurisdiction where the conduct of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Section 4.01(a)(i) of the Disclosure Letter contains a complete and accurate list of each jurisdiction in which each Company Entity is qualified to do business as a foreign business entity. Section 4.01(a)(ii) of the Disclosure Letter contains a complete and accurate list of all assumed or fictitious names of each Company Entity used within the last five (5) years and the corresponding jurisdiction(s) in which each Company Entity has registered such assumed or fictitious names. (b) Each Company Entity has made available to Buyers correct and complete copies of the Organizational Documents of such Company Entity. Such Organizational Documents are in full force and effect and no Company Entity is not in violation of any provisions of such Company Entity’s Organizational Documents. (c) Acculogic DE (i) has no Subsidiaries, and (ii) does not own, directly or indirectly, any Equity Securities of any Person. (d) Each of Acculogic Inc. and Acculogic GmbH is a wholly-owned subsidiary of Acculogic CAN. Except for Acculogic CAN’s ownership of Acculogic Inc. and Acculogic GmbH and Holdco’s ownership of 1,238 Class A Common Shares of Acculogic CAN (the “Holdco Acculogic CAN Shares”), no Company Entity owns of record or beneficially, directly or indirectly, any Equity Securiti...
Sample 1
Existence and Power; No Subsidiaries. (i) H&G is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Nevada. H&G has all requisite corporate power required to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it is currently conducted, and is duly qualified to transact business as a foreign corporation in each jurisdiction where the conduct of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Section 4.01(a)(i) of the Disclosure Letter contains a complete and accurate list of each jurisdiction in which H&G is qualified to do business as a foreign business entity. Section 4.01(a)(ii) of the Disclosure Letter contains a complete and accurate list of all assumed or fictitious names of H&G used within the last five (5) years and the corresponding jurisdiction(s) in which H&G has registered such assumed or fictitious names. (ii) H&G has made available to Buyer correct and complete copies of the Organizational Documents of H&G. Such Organizational Documents are in full force and effect and H&G is not in violation of any provisions of such Organizational Documents. (iii) H&G (i) has no Subsidiaries, and (ii) does not own, directly or indirectly, any Equity Securities of any Person.
Sample 1
Existence and Power; No Subsidiaries. (i) SC is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Nevada. SC has all requisite corporate power required to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it is currently conducted, and is duly qualified to transact business as a foreign corporation in each jurisdiction where the conduct of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Section 10.01(a)(i) of the Disclosure Letter contains a complete and accurate list of each jurisdiction in which SC is qualified to do business as a foreign business entity. Section 10.01(a)(ii) of the Disclosure Letter contains a complete and accurate list of all assumed or fictitious names of SC used within the last five (5) years and the corresponding jurisdiction(s) in which SC has registered such assumed or fictitious names. (ii) SC has made available to Buyer correct and complete copies of the Organizational Documents of SC. Such Organizational Documents are in full force and effect and SC is not in violation of any provisions of such Organizational Documents. (iii) SC (i) has no Subsidiaries, and (ii) does not own, directly or indirectly, any Equity Securities of any Person.
Sample 1

Related to Existence and Power; No Subsidiaries

  • Due Organization; No Subsidiaries; Etc (A) Each of the Company and Microid Research, Inc., a California corporation (the "Subsidiary"), is a corporation duly organized, validly existing and in good standing under the corporate laws of the jurisdiction of its incorporation 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. (B) Except as set forth in PART 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name "Unicore Software, Inc." and "Microid Research, Inc." (C) Neither the Company nor the Subsidiary is, nor has been, required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in PART 2.1 of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Each of the Company and the Subsidiary is in good standing as a foreign corporation in each of the jurisdictions identified in PART 2.1 of the Disclosure Schedule. (D) PART 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's and the Subsidiary's board of directors, (ii) the names of the members of each committee of the Company's and the Subsidiary's board of directors, and (iii) the names and titles of the Company's and the Subsidiary's officers. (E) Neither the Company nor the Subsidiary owns any controlling interest in any Entity and, except for the equity interests identified in PART 2.1 of the Disclosure Schedule, neither the Company nor the Subsidiary has ever owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. Neither the Company nor the Subsidiary has agreed nor is obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor the Subsidiary has guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

  • Existence and Power The Seller is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assets.

  • No Subsidiaries The Fund has no subsidiaries.

  • Corporate Existence and Power It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

  • Corporate Organization and Power Each of the Borrower and its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) has the full corporate power and authority to execute, deliver and perform the Credit Documents to which it is or will be a party, to own and hold its property and to engage in its business as presently conducted, and (iii) is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the nature of its business or the ownership of its properties requires it to be so qualified, except where the failure to be so qualified would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

  • Organization and Power The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.

  • Existence and Qualification; Power; Compliance With Laws Borrower is a corporation duly formed, validly existing and in good standing under the Laws of the State of California. Borrower is duly qualified or registered to transact business and is in good standing in the State of California, and each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing could not reasonably be expected to have a Material Adverse Effect. Borrower has all requisite power and authority to conduct its business, to own and lease its Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. The chief executive offices of Borrower are located in San Dimas, California. All outstanding capital stock of Borrower is duly authorized, validly issued, fully paid and non-assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities or other Laws. Borrower is in compliance with all Laws and other legal requirements applicable to its business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of its business, except where the failure so to comply with Laws and other legal requirements applicable to its business, obtain authorizations, etc., file, register, qualify or obtain exemptions could not reasonably be expected to have a Material Adverse Effect.

  • Corporate Existence and Qualification Take the necessary steps to preserve its corporate existence and its right to conduct business in all states in which the nature of its business requires qualification to do business;

  • Due Organization, Good Standing and Power Section 3.1 (a) of the Seller Schedule sets forth a true, complete and correct list of all the Subsidiaries, their respective jurisdictions of incorporation and the number of shares of capital stock of each Transferred Subsidiary outstanding and such number owned beneficially and of record by Seller or the Subsidiaries. Seller and each of the Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, lease and operate its property and to conduct the Analytical Instruments Business as currently conducted by it. Seller has all requisite corporate power and authority to enter into this Agreement and each of the other agreements contemplated hereby to be entered into by it and to perform its obligations hereunder and thereunder. Each Subsidiary has all requisite corporate power and authority to enter into each agreement contemplated hereby to be entered into by it and to perform its obligations thereunder. Each of Seller and each Subsidiary Asset Seller has all requisite corporate power and authority to convey good and marketable title to Buyer with respect to the Assets owned by it. Each Affiliate of Seller which owns Subsidiary Stock has all requisite corporate power and authority to enter into each agreement contemplated hereby to be entered into by it and to perform its obligations thereunder. Each Affiliate of Seller which owns Subsidiary Stock has all requisite corporate power and authority to convey good and marketable title to Buyer with respect to the Subsidiary Stock owned by it. Each of Seller and the Subsidiaries is duly authorized, qualified or licensed to do business as a foreign corporation and is in good standing in each of the jurisdictions in which its right, title or interest in or to any of the Assets held by it, or the conduct of the Analytical Instruments Business by it, requires such authorization, qualification or licensing, except where the failure to so qualify or to be in good standing would not, individually or in the aggregate, have a Seller Representation Adverse Effect or materially impair either (i) the ability

  • Organization, Good Standing and Power The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.

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