Existence; Good Standing; Authority; Enforceability Sample Clauses
The 'Existence; Good Standing; Authority; Enforceability' clause serves to confirm that each party to the agreement is a validly existing legal entity, is in good standing under the laws of its jurisdiction, and has the legal authority to enter into and perform the contract. In practice, this means that the parties represent they are properly formed (such as a corporation or LLC), have complied with necessary legal requirements (like filing annual reports), and that the individuals signing have the power to bind the entity. This clause ensures that the contract is legally binding and enforceable, reducing the risk of future disputes over a party’s capacity or authority to participate in the agreement.
Existence; Good Standing; Authority; Enforceability. (a) Each of Emergent and each of its Subsidiaries is (i) duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all requisite power and authority to own and operate its properties and to conduct its business, as conducted and planned to be conducted as of the date hereof and (ii) duly licensed or qualified to do business as a foreign corporation or other entity (as applicable) in, and are in good standing (as applicable) under the Applicable Laws of, each jurisdiction under which such licensing or qualification is necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. True and complete copies of the organizational documents of Emergent and each of its Subsidiaries have been heretofore provided to PJC. Emergent and its Subsidiaries are in compliance with, and are not in violation or default under, the terms of their organizational documents.
(b) Each of Emergent and each of its Subsidiaries that is to be a party to any Transaction has the requisite corporate or other entity (as applicable) power and authority to execute and deliver this Agreement (in the case of Emergent) and the other Transaction Documents to which it is or shall be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated herein and therein. The execution and delivery by each of Emergent and each of its Subsidiaries that is to be a party to any Transaction of this Agreement (in the case of Emergent) and the other Transaction Documents to which it is or shall be a party, the performance of its obligations hereunder and thereunder, and the consummation by it of the transactions contemplated herein and therein have been duly authorized by all requisite corporate or other entity (as applicable) action on the part of Emergent and each such Subsidiary and no other corporate or other entity (as applicable) authorization or proceedings on the part of Emergent or any such Subsidiary is required therefor, except for the Shareholder Approval. This Agreement (in the case of Emergent) and each other Transaction Document to which Emergent or a Subsidiary of Emergent is or shall be a party has been or shall be duly executed and delivered by Emergent or such Subsidiary, as the case may be, and, assuming the due authorization, exe...
Existence; Good Standing; Authority; Enforceability. (a) Each Seller is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all required power and authority to own or lease its properties and assets and to conduct its business as presently conducted. Each Seller is duly qualified to do business and in good standing as a foreign entity in all jurisdictions in which the failure to be so qualified would be reasonably likely to have a material adverse effect on such Seller.
(b) Each Seller has full authority and capacity to execute, deliver and perform this Agreement and all of the other documents contemplated hereby to be executed by such Seller. The execution, delivery and performance by each Seller of this Agreement and all of the other documents contemplated hereby to be executed by such Seller have been duly authorized by all required action on the part of such Seller (including approval by its board of directors, board of managers, stockholders or equity holders, as applicable).
(c) This Agreement and all of the other documents contemplated hereby to be executed by each Seller have been duly executed and delivered by such Seller and this Agreement is, and each of such other documents upon execution and delivery will be, legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with its terms.
Existence; Good Standing; Authority; Enforceability. Buyer is a corporation, duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia. Buyer has full corporate power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by Buyer has been duly authorized and approved by Buyer and does not require any further authorization or consent of Buyer. This Agreement has been duly authorized, executed and delivered by Buyer and is the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.
Existence; Good Standing; Authority; Enforceability. GTT is a corporation, duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia. GTT has full corporate power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by GTT has been duly authorized and approved by GTT and does not require any further authorization or consent of GTT. This Agreement has been duly authorized, executed and delivered by GTT and is the legal, valid and binding obligation of GTT enforceable against GTT in accordance with its terms.
Existence; Good Standing; Authority; Enforceability. (a) The Purchaser is a corporation duly formed, validly existing and in good standing under the laws of the Commonwealth of Virginia. Purchaser Europe is a company duly formed, validly existing and in good standing under the laws of Ireland. The Purchaser and Purchaser Europe each have all required power and authority to own and lease their respective properties and assets and to conduct their respective businesses as now conducted. The Purchaser and Purchaser Europe are each duly licensed or qualified to do business as a foreign entity and each is in good standing under the laws of each other jurisdiction in which such licensing or qualification is necessary, except where the failure to be so licensed or qualified or to be in good standing would not reasonably be expected to have a material adverse effect on the ability of the Purchaser and Purchaser Europe to perform their respective obligations under this Agreement and any other Transaction Documents to which they are or will be a party, and to consummate the transactions contemplated hereby and thereby.
(b) The Purchaser and Purchaser Europe each have all required power and authority to execute and deliver this Agreement and any other Transaction Documents to which they are or will be a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and any other Transaction Documents to which the Purchaser and Purchaser Europe are or will be a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by all required action on the part of the Purchaser and Purchaser Europe.
(c) This Agreement has been, and each other Transaction Document to which the Purchaser and Purchaser Europe are or will be a party will be, duly and validly executed and delivered by the Purchaser and Purchaser Europe and (assuming due authorization, execution and delivery by the Sellers and each other party thereto) this Agreement constitutes, and each other Transaction Document to which they are or will be a party will, constitute, a legal, valid and binding obligation of the Purchaser and Purchaser Europe, enforceable against the Purchaser and Purchaser Europe in accordance with its terms, except for the Equitable Exceptions.
Existence; Good Standing; Authority; Enforceability. (a) Each Lore Trust is a Louisiana trust, duly organized, validly existing and in good standing under the laws of the State of Louisiana and has all required power and authority to own and operate its properties and to conduct its business as now conducted. Each Lore Trust is treated, for Tax purposes, as a grantor trust with a single grantor who is a United States citizen or resident individual, and meets the requirements of Code section 1361(c)(2)(A)(i) and comparable provisions of applicable state and local Law.
(b) The Stockholder has all required power and authority to execute and deliver this Agreement and the other Transaction Documents to which the Stockholder is a party, to perform the Stockholder’s obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Stockholder of this Agreement and other Transaction Documents to which the Stockholder is a party, the performance by the Stockholder of the Stockholder’s obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all required action on the part of the Stockholder, and no other authorization or Proceedings on the part of the Stockholder are required therefor.
(c) This Agreement and the other Transaction Documents to which the Stockholder is a party have each been duly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the Company, the Purchaser and the other Stockholder (as applicable), constitute legal, valid and binding obligations of the Stockholder, enforceable against the Stockholder in accordance with their terms, except for the Equitable Exceptions.
Existence; Good Standing; Authority; Enforceability. (a) Each Lore Trust is a Louisiana trust, duly organized, validly existing and in good standing under the laws of the State of Louisiana and has all required power and authority to own and operate its properties and to conduct its business as now conducted. Each Lore Trust is treated, for Tax purposes, as a grantor trust with a single grantor who is a United States citizen or resident individual, and meets the requirements of Code section 1361(c)(2)(A)(i) and comparable provisions of applicable state and local Law.
(b) The Stockholder has all required power and authority to execute and deliver this Agreement and the other Transaction Documents to which the Stockholder is a party, to perform the Stockholder’s obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Stockholder of this Agreement and other Transaction Documents to which the Stockholder is a party, the performance by the Stockholder of the Stockholder’s obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all required action on the part of the Stockholder, and no other authorization or Proceedings on the part of the Stockholder are required therefor.
(c) This Agreement and the other Transaction Documents to which the Stockholder is a party have each been duly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery of this Agreement and such other Transaction Documents by the Company, the Purchaser and the other Stockholder (as applicable), constitute legal, valid and binding obligations of the Stockholder, enforceable against the Stockholder in accordance with their terms, except for the Equitable Exceptions.