Existence/Organization Sample Clauses

Existence/Organization. You are a person or an entity validly existing and organized in the United States.
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Existence/Organization. Seller is a corporation duly organized, validly existing and in good standing under the Laws of Delaware. Seller is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified has not and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
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Existence/Organization. The Seller is a corporation duly organized, validly existing and in good standing under the Laws of Delaware.
Sample 1
Existence/Organization. (a) Each Borrower is an entity as described in the preamble of this Agreement, duly organized and in good standing under the laws of the jurisdiction in which it is organized and is duly qualified to do business and is in good standing in each jurisdiction in which it is "doing business", except for those jurisdictions in which the failure so to qualify would not, in the aggregate, have a Material Adverse Effect. (b) The Company owns beneficially and of record all of the issued and outstanding shares of capital stock of ARC Ltd., Microwave Rental, Titan Dynamics Systems, SeaSpace, MECAR USA and Energa. (c) The Company owns beneficially and of record 51% of the issued and outstanding shares of capital stock of ARC Europe; Energa owns beneficially and of record 1% of the issued and outstanding shares of capital stock of ARC Europe; and the remaining 48% of such shares are owned beneficially and of record by ARC Ltd. (d) ARC Europe owns beneficially and of record 99.9% of the issued and outstanding shares of capital stock of MECAR, Sedachim, Hendrickx and VSK Electronics. Sedachim owns beneficially and of record 0.1% of the issued and outstanding shares of capital stock of MECAR. Arc Europe owns beneficially and of record 0.1% of the issued and outstanding shares of capital stock of VSK Electronics. Michele Nihoul owns beneficially and of record 1% of the issued and oxxxxxxxxxx xxares of capital stock of Sedachim and 0.1% of the issued and outstanding shares of capital stock of Hendrickx. (e) VSK Electronics owns beneficially and of record all of the issued and outstanding shares of capital stock of Belgian Automation. VSK Electronics owns beneficially and of record 99.9% of the issued and outstanding shares of capital stock of each of IDCS and Vigitec and 99% of the issued and outstanding shares of capital stock of Tele Technique Generale. Belgian Automation owns beneficially and of record 0.1% of the issued and outstanding shares of capital stock of each of Vigitec and IDCS and 1% of the issued and outstanding shares of capital stock of Tele Technique Generale.
Sample 1
Existence/Organization. If other than a natural person or persons, Borrower shall preserve and maintain its existence and all of its rights, privileges and franchises; conduct its business in an orderly, efficient, and regular manner; and comply with the requirements of all applicable laws, rules, regulations and orders of a governmental authority. In addition, Borrower shall not, without Lender’s prior written consent, amend or otherwise modify its partnership agreement and/or certificate of partnership or permit any of its Subsidiaries to amend or modify their respective organizational documents, if doing so would have a material adverse effect on Borrower’s ability to perform its obligations under this Agreement or any other Loan Documents.
Sample 1
Existence/Organization. Each Corporate Obligor and each of its Subsidiaries (i) is a corporation, limited liability company, limited partnership or other entity, (ii) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (iii) has the full power and authority, and (v) has any and all necessary Permits (including, without limitation, with respect to patents, trademarks, trade names and copyrights licensed and/or granted under any agreements), to: (A) enter into, execute and deliver any and all Loan Documents to which it is a party (and/or to which it or any of its assets is otherwise subject or bound by), and to pay and/or perform all of its Obligations thereunder in accordance with their respective terms; (B) own and operate its assets and respective Properties; and (C) conduct and carry on its business as and to the extent now conducted. Each Corporate Obligor is duly qualified to transact business and is in good standing as a foreign entity in each jurisdiction where the character of its business, and/or the ownership or use and operation of its assets or respective Properties, requires such qualification. Borrower has furnished (or caused to be furnished) to Lender true, complete and correct copies of the Charter Documents of or for each of the Corporate Obligors and their respective Subsidiaries, in each case as amended (and/or restated) and as presently in-effect. Except for the documents delivered to Lender in accordance with the immediately preceding sentence, there are no other shareholder agreements, voting agreements, operating agreements, or other contracts or agreements of any kind or nature that restrict, limit or in any manner impose obligations, restrictions or limitations on the governance of Borrower or any such Corporate Obligor or Subsidiary.
Sample 1
Existence/Organization. The Seller is a corporation duly organized, validly existing and in good standing under the Laws of Delaware. The Seller has all requisite corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as presently conducted. The Seller possesses all licenses, permits, franchises, authorizations, consents and approvals of all Governmental Authorities required to own or lease, as the case may be, and to operate its properties and conduct its business as presently conducted, except where the failure to possess such license, permit, franchise, authorization, consent or approval has not and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The Seller 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 or leased by it makes such qualification necessary, other than those in which the failure so to qualify or be in good standing would not reasonably be expected to have a Material Adverse Effect.
Sample 1
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Existence/Organization. (i) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware. The Company has full power and authority to conduct its business and own and operate its properties as now conducted, owned and operated. (ii) Such Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware. Such Seller has full power and authority to conduct its respective business and own and operate its respective properties as now conducted, owned and operated.
Sample 1

Related to Existence/Organization

  • Due Organization The Seller is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all licenses necessary to carry on its business now being conducted and is licensed, qualified and in good standing under the laws of each state where a Mortgaged Property is located or is otherwise exempt under applicable law from such qualification or is otherwise not required under applicable law to effect such qualification; no demand for such qualification has been made upon the Seller by any state having jurisdiction and in any event the Seller is or will be in compliance with the laws of any such state to the extent necessary to enforce each Mortgage Loan and with respect to Cendant Mortgage, service each Mortgage Loan in accordance with the terms of this Agreement.

  • Due Organization, etc Parent is a company duly organized and validly existing under the laws of the jurisdiction of its incorporation. Parent has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Parent have been duly authorized by all necessary action on the part of Parent.

  • Due Organization and Existence The District is a school district, duly organized and existing under the Constitution and laws of the State of California.

  • Organization, Existence, etc The Buying Corporation is a corporation duly organized, validly existing and in good standing under the laws of the state of Minnesota and has the power to carry on its business as it is now being conducted.

  • Organization, Existence and Good Standing The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware.

  • Due Organization and Good Standing Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser is qualified to transact business in each jurisdiction in which such qualification is deemed necessary.

  • 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

  • Legal Existence, Etc Subject to Section 10.5, the Company will at all times preserve and keep in full force and effect its legal existence. Subject to Sections 10.5 and 10.6, the Company will at all times preserve and keep in full force and effect the legal existence of each of its Subsidiaries (unless merged into the Company or a Wholly‑owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such legal existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.

  • Existence, Etc Seller shall: (a) preserve and maintain its legal existence, good standing and all of its material licenses required to service the Mortgage Loans; (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Owner.

  • Legal Existence and Good Standing The Borrower shall, and shall cause each of its Subsidiaries to, maintain its legal existence and its qualification and good standing in all jurisdictions in which the failure to maintain such existence and qualification or good standing could reasonably be expected to have a Material Adverse Effect.

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