Existence; Qualification; No Change to Organizational Documents Sample Clauses

Existence; Qualification; No Change to Organizational Documents. The Borrower is a Delaware statutory trust duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has the power and all licenses and permits necessary to own its assets and to transact the business in which it is presently engaged, and is duly qualified and in good standing under the laws of each jurisdiction where the conduct of its business requires such qualification.
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Existence; Qualification; No Change to Organizational Documents. The Borrower is a Delaware business trust duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has the power and all licenses and permits necessary to own its assets and to transact the business in which it is presently engaged, and is duly qualified and in good standing under the laws of each jurisdiction where the conduct of its business requires such qualification. True, correct and complete copies of the organizational documents of all of the Related Parties were delivered to the Lender in connection with the closing of the Original Loan Agreement and no action has been taken to amend, modify or repeal any such organizational document, each of which remains in full force and effect in the form so-delivered as of the date hereof.
Sample 1
Existence; Qualification; No Change to Organizational Documents. 40 Section 4.03. Authority and Authorization; Enforceability; Approvals; Absence of Adverse Notice. 40 Section 4.04. No Breach. 40 Section 4.05. Litigation. 40 Section 4.06. No Adverse Selection. 41 Section 4.07. Bulk Transfer. 41 Section 4.08. Indebtedness. 41 Section 4.09. Borrower’s Purpose. 41 Section 4.10. Adverse Orders. 41 Section 4.11. Taxes. 41 Section 4.12. Chief Executive Office; Jurisdiction of Organization. 41 Section 4.13. Legal Name. 41 Section 4.14. Solvency. 42 Section 4.15. Subsidiaries. 42 Section 4.16. Consideration. 42 Section 4.17. True and Complete Disclosure. 42 Section 4.18. Proceeds Regulations. 42 Section 4.19. Adverse Agreements. 42 Section 4.20. Investment Company. 42 Section 4.21. No Default. 42 Section 4.22. Underwriting and Servicing. 43 Section 4.23. ERISA. 43 Section 4.24. Sharing of Payments. 43 Section 4.25. Collateral Security; Acquisition. 43 Section 4.26. Subsidiary. 43 Section 4.27. Subsidiaries of the Parent. 44 Section 4.28. Standard Form Medallion Loan Documentation. 44 Section 4.29. Anti-Terrorism Laws and Anti-Money Laundering Laws. 44 Section 4.30. No Violation of Anti-Money Laundering Laws. 44 Section 4.31. Deposit Accounts. 44 Section 4.32. Transaction Information. 44 Section 4.33. Qualified Purchaser. 45 ARTICLE V COVENANTS 45 Section 5.01. Existence; etc. 45 Section 5.02. Special Purpose Entity. 46 Section 5.03. Accuracy of Opinions. 47 Section 5.04. Prohibition on Adverse Claims. 47 Section 5.05. Prohibition on Fundamental Change. 47 Section 5.06. Sale or Contribution Treatment. 48 Section 5.07. Prohibition on Modifications. 48 Section 5.08. Amendment to Organizational Documents. 48 Section 5.09. Remittance of Collections; Bank Statements. 48 Section 5.10. Litigation. 48 Section 5.11. Notices. 49 Section 5.12. Additional Information. 49 Section 5.13. Transaction with Affiliates. 49 Section 5.14. Protection of Agent’s Security Interest; Limitation on Liens. 49 Section 5.15. Compliance with Law; Advertising, Origination and Servicing Activities. 50 Section 5.16. Required Filings. 50 Section 5.17. Financial Statements. 50 Section 5.18. Maintenance of Insurance. 51 Section 5.19. Pricing Reports; Liquidation Reports. 51 Section 5.20. Underwriting Guidelines; Credit and Collection Policy. 51 Section 5.21. Approved Purchase Agreement Sale or Contribution Treatment. 51 Section 5.22. [RESERVED] 51 Section 5.23. Alteration of Medallion Loan Documents. 51 Section 5.24. Enforcement of Related Documents. 52 Section 5.2...
Sample 1

Related to Existence; Qualification; No Change to Organizational Documents

  • FORMATION AND ORGANIZATIONAL DOCUMENTS Borrower has previously delivered to Administrative Agent all of the relevant formation and organizational documents of Borrower, of the partners or joint venturers of Borrower (if any), and of all guarantors of the Loan (if any), and all such formation documents remain in full force and effect and have not been amended or modified since they were delivered to Administrative Agent. Borrower hereby certifies that: (i) the above documents are all of the relevant formation and organizational documents of Borrower; (ii) they remain in full force and effect; and (iii) they have not been amended or modified since they were previously delivered to Administrative Agent.

  • Business Activities; Change of Legal Status and Organizational Documents The Credit Parties shall not: (i) engage in any line of business other than the businesses engaged in on the date hereof and business reasonably related thereto; (ii) change its name, its type of organization, its jurisdictions of organization or other legal structure; or (iii) permit its articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents to be amended or modified in any way which could reasonably be expected to have a Material Adverse Effect.

  • Amendments to Organizational Documents The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, enter into or permit any modification or amendment of, or waive any material right or obligation of any Person under its Organizational Documents if the effect thereof would be materially adverse to the Administrative Agent or any Lender or violate Section 7.10.

  • Organization; Qualification The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Company.

  • Organization, Qualification, Etc Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Sub is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. The copies of Acquiror's Articles of Association and Bylaws and Sub's articles of incorporation and bylaws which have been delivered to Target are complete and correct and in full force and effect on the date hereof. Each of Acquiror's Significant Subsidiaries (as defined in Section 9.11) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror. All the outstanding shares of capital stock of, or other ownership interests in, Acquiror's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by Acquiror, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Acquiror is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Acquiror. SECTION 5.2.

  • Organization, Good Standing and Due Qualification The Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware and has the power and all licenses necessary to own its assets and to transact the business in which it is engaged and is duly qualified and in good standing under the laws of each jurisdiction where the transaction of such business or its ownership of the Loan Assets and the Collateral Portfolio requires such qualification.

  • Amendment to Organizational Documents The Borrowers will not, and will not permit any of their respective Subsidiaries to, amend, modify or waive any of its rights in a manner materially adverse to the Lenders or any Borrower under its certificate of incorporation, bylaws or other organizational documents.

  • Changes in Organizational Documents Each of the Loan Parties shall not amend, modify or change its certificate of incorporation (including any provisions or resolutions relating to capital stock), constitution, by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents in any manner materially adverse to the interests of the Lenders without obtaining the prior written consent of the Required Lenders.

  • Organization, Qualification and Corporate Power The Company is a corporation duly organized, validly existing and in corporate and tax good standing under the laws of the State of Delaware. The Company is duly qualified to conduct business and is in corporate and tax good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect (as defined below). The Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has furnished or made available to the Parent complete and accurate copies of its certificate of incorporation and bylaws. The Company is not in default under or in violation of any provision of its certificate of incorporation, as amended to date, or its bylaws, as amended to date. For purposes of this Agreement, “Company Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise), results of operations or future prospects of the Company taken as a whole.

  • Fiscal Year; Organizational Documents No Credit Party will, nor will it permit its Subsidiaries to, (a) change its fiscal year or (b) in any manner that would reasonably be likely to adversely affect the rights of the Lenders, change its articles or certificate of incorporation or its bylaws.

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