Existence and Qualification; Power Sample Clauses

Existence and Qualification; Power. Each Borrower Party is a corporation, partnership, real estate investment trust or limited liability company duly organized or formed, validly existing and in good standing under the Laws of the state of its incorporation or organization, has the power and authority and the legal right, and all governmental licenses, authorizations, consents and approvals, to own and operate its Properties, to lease the Properties it operates and to conduct its business, is duly qualified and licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of Properties or the conduct of its business requires such qualification, except, with respect to Borrower Parties that are not Management Entities, where a failure to be so qualified or to obtain such licenses, consents and approvals would not reasonably be expected to have a Material Adverse Effect.
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Existence and Qualification; Power. The Borrower and each Material Subsidiary (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (a) but only with respect to any Material Subsidiary that is not a Guarantor, (b)(i) or (c), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.
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Existence and Qualification; Power. COMPLIANCE WITH LAWS. Parent and each of the Borrowers are duly formed, validly existing and in good standing under the Laws of its jurisdiction of formation. Parent and each of the Borrowers are duly qualified or registered to transact business and is in good standing in 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 would not constitute a Material Adverse Effect. Parent and each of the Borrowers have all requisite corporate or partnership power (as applicable) and authority to conduct their respective business, to own and lease their respective Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. All outstanding shares of capital stock of Parent and each of the Borrowers are 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 Laws. Parent and each of the Borrowers are in compliance with all Laws and other legal requirements applicable to their respective business, have obtained all authorizations, consents, approvals, orders, licenses and permits from, and have 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 their business, EXCEPT where the failure so to comply, file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.
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Existence and Qualification; Power. 55 5.02 Power; Authorization; Enforceable Obligations........................................55 5.03 No Legal Bar.........................................................................56 5.04 Financial Statements; No Material Adverse Effect.....................................56 5.05 Litigation...........................................................................57 5.06 No Default...........................................................................57 5.07 Ownership of Property; Liens.........................................................57 5.08 Taxes................................................................................57 5.09 Margin Regulations; Investment Company Act; Public Utility Holding Company Act; REIT and Tax Status; Stock Exchange Listing.....................................58
Sample 1
Existence and Qualification; Power. Compliance with Laws 46 6.02 Power; Authorization; Enforceable Obligations 47 6.03 No Legal Bar 47 6.04 Financial Statements; No Material Adverse Effect 47 6.05 Litigation 47 6.06 No Default 48 6.07 Ownership of Property; Liens 48 6.08 Taxes 48 6.09 Margin Regulations; Investment Company Act; Public Utility Holding Company Act 48 6.10 ERISA Compliance 48 6.11 Intangible Assets 49 6.12 Compliance With Laws 49 6.13 Environmental Compliance 50 6.14 Disclosure 50 SECTION 7. AFFIRMATIVE COVENANTS 50 7.01 Financial Statements 50 7.02 Certificates, Notices and Other Information 51 7.03 Payment of Taxes 52 7.04 Preservation of Existence 52 7.05 Maintenance of Properties 53 7.06 Insurance 53 7.07 Compliance With Laws 53 7.08 Inspection Rights 53 7.09 Keeping of Records and Books of Account 54 7.10 Compliance with ERISA 54 7.11 Compliance With Agreements 54 7.12 Use of Proceeds 54 7.13 Construction and Development Obligations 54 7.14 Cooperation with Construction Consultants; Limitation on Payments to Construction Consultants 56 7.15 Advertising by Lenders 56 7.16 Separate Tax parcel and Platting Requirements 56 7.17 Borrower's Receipt of Master Deed of Trust 57 SECTION 8. NEGATIVE COVENANTS 57 8.01 Indebtedness 57 8.02 Liens and Negative Pledges 57 8.03 Fundamental Changes 58 8.04 Dispositions 58 8.05 Investments 58 8.06 Lease Obligations 58 8.07 Restricted Payments 59 8.08 ERISA 59 8.09 Change in Nature of Business 59 8.10 Transactions with Affiliates 59 8.11 Limitations on Upstreaming 59 8.12 Financial Covenants 59 8.13 Composition and Inventory 60 8.14 Change in Auditors 60
Sample 1
Existence and Qualification; Power. Each Borrower and its Subsidiaries is a corporation, duly organized, validly existing and in good standing under the laws of the state of its organization as specified in Schedule 9.1.4 annexed hereto, has the corporate power and authority to own and operate its properties, to lease the properties it operates and to conduct its business, is duly qualified and in good standing under the Applicable Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that that lack of good standing in any jurisdiction does not have a Material Adverse Effect.
Sample 1
Existence and Qualification; Power. Each Borrower Party is a corporation, duly organized, validly existing and in good standing under the Laws of the state of its incorporation as specified in Schedule 5.01 annexed hereto, has the corporate power and authority to own and operate its properties, to lease the properties it operates and to conduct its business, is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the lack of good standing in any jurisdiction does not have a Material Adverse Effect.
Sample 1
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Existence and Qualification; Power. The Borrower is a duly organized corporation and the Operating Subsidiary is a duly organized Maryland banking company, in each case validly existing and in good standing under the laws of the State of Maryland. Each of the Borrower and the Operating Subsidiary has the lawful power to own its properties and engage in the business it conducts, and is duly qualified and in good standing as a foreign corporation in the jurisdictions where the nature of its business or the location of its property makes such qualification necessary. Neither the Borrower nor the Operating Subsidiary is organized or incorporated under the laws of any other jurisdiction. The Borrower has all necessary power and authority to execute, deliver and perform its obligations set forth in this Agreement and the other Loan Documents and has taken all corporate action necessary to authorize the execution and delivery thereof;
Sample 1
Existence and Qualification; Power. 67 5.02 Power; Authorization; Enforceable Obligations..................................................67 5.03 No Legal Bar...................................................................................68 5.04 Financial Statements; No Material Adverse Effect...............................................68 5.05 Litigation.....................................................................................69 5.06
Sample 1

Related to Existence and Qualification; Power

  • Existence and Qualification Purchaser is a corporation organized, validly existing, and in good standing under the Laws of the state of Delaware.

  • Organization and Qualification The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

  • Existence and Qualification; Power; Compliance With Laws Parent and each of the Borrowers are duly formed, validly existing and in good standing under the Laws of its jurisdiction of formation. Parent and each of the Borrowers are duly qualified or registered to transact business and is in good standing in 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 would not constitute a Material Adverse Effect. Parent and each of the Borrowers have all requisite corporate or partnership power (as applicable) and authority to conduct their respective business, to own and lease their respective Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. All outstanding shares of capital stock of Parent and each of the Borrowers are 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 Laws. Parent and each of the Borrowers are in compliance with all Laws and other legal requirements applicable to their respective business, have obtained all authorizations, consents, approvals, orders, licenses and permits from, and have 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 their business, except where the failure so to comply, file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

  • Formation and Qualification (a) Each Borrower is duly incorporated and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws and will promptly notify Agent of any amendment or changes thereto.

  • Due Organization and Qualification Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

  • Organization, Power and Qualification Bank is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America and has full corporate power and authority to enter into this Agreement and to carry out the provisions of this Agreement. Bank is duly qualified and in good standing to do business in all jurisdictions where such qualification is necessary for Bank to carry out its obligations under this Agreement.

  • 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;

  • Organization and Qualifications Customer and each of 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 power and authority to own its properties and assets and to transact the businesses in which it presently is engaged and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where it presently is engaged in business and is required to be so qualified.

  • Corporate Organization and Qualification Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted.

  • Organization and Qualification of Seller Seller is a corporation and has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary.

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