Formation and Qualification; Authority Clause Samples
The 'Formation and Qualification; Authority' clause establishes that each party entering into the agreement is properly formed, legally existing, and has the necessary authority to execute and perform its obligations under the contract. In practice, this means that each entity confirms it is duly organized under the laws of its jurisdiction and that the individuals signing have the power to bind their respective organizations. This clause ensures that the contract is legally enforceable by confirming the legitimacy and capacity of the parties involved, thereby reducing the risk of disputes over authority or organizational status.
Formation and Qualification; Authority. Each of the Partnership Entities and the GPRE Parties has been duly organized, is validly existing and in good standing as a corporation, limited partnership or limited liability company, as the case may be, under the laws of its jurisdiction of organization (as set forth on Schedule VI) with power and authority, as the case may be, to enter into and perform its obligations under the Operative Agreements to which it is a party and to own or hold its properties and conduct the business as described in the Pricing Disclosure Package; and each of the Partnership Entities and the GPRE Parties is duly qualified to do business and in good standing as a foreign corporation, limited partnership or limited liability company, as the case may be, in each jurisdiction (as set forth on Schedule VI) in which its ownership or lease of property or the conduct of its businesses requires such qualification, except where the failure to be so qualified or in good standing could not, in the aggregate, reasonably be expected to (i) have a material adverse effect on the condition (financial or otherwise), results of operations, members’ or stockholders’ equity or partners’ capital, properties, business or prospects of the Partnership Parties, taken as a whole (a “Material Adverse Effect”), (ii) materially impair the ability of any of the GPRE Parties or Partnership Parties to consummate the Transactions or any other transactions provided for in this Agreement or the Operative Agreements, or (iii) subject the limited partners of the Partnership to any material liability or disability.
Formation and Qualification; Authority. Each of the Partnership Entities has been duly organized, is validly existing and in good standing as a limited partnership or limited liability company as the case may be, under the laws of its jurisdiction of organization (as set forth on Schedule VI) with power and authority, as the case may be, necessary to enter into and perform its obligations under the Operative Agreements to which it is a party and to own or hold its properties and conduct the business as described in the Pricing Disclosure Package; and each of the Partnership Entities is duly qualified to do business and in good standing as a foreign limited partnership or limited liability company as the case may be, in each jurisdiction (as set forth on Schedule VI) in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to, individually or in the aggregate, (i) result in a material adverse effect on the condition (financial or otherwise), results of operations, members’ equity or partners’ capital, properties, business, or prospects of the Partnership Entities taken as a whole (a “Material Adverse Effect”), (ii) materially impair the ability of any of the Partnership Entities to consummate the Closing Transactions or any other transactions provided for in this Agreement or the Operative Agreements, or (iii) subject the limited partners of the Partnership to any material liability or disability.
Formation and Qualification; Authority. The Company is a general partnership duly formed and validly existing under the laws of the State of Oklahoma and has full power and authority to own its assets and properties and to conduct the Business. The Company has full power, authority and legal right and all necessary approvals, permits, licenses and authorizations to own its properties and to conduct the Business.
Formation and Qualification; Authority. Each of the ▇▇▇▇▇▇▇ Entities has been duly formed or incorporated, is validly existing and in good standing as a limited partnership, limited liability company, or corporation under the laws of its jurisdiction of organization, formation or incorporation, as the case may be. Each of the ▇▇▇▇▇▇▇ Entities has all limited partnership, limited liability company or corporate power and authority, as the case may be, necessary to enter into and perform its obligations under the Operative Agreements to which it is a party. Each of the Partnership Entities has all limited partnership, limited liability company or corporate power and authority, as the case may be, necessary to own, lease or operate its properties and to conduct the businesses in which it is engaged. Each of the Partnership Entities is, or at each applicable Delivery Date will be, duly qualified to do business as a foreign limited partnership, limited liability company or corporation, as applicable, and is in good standing under the laws of each jurisdiction (as set forth on Schedule VI hereto) that requires, or at each Delivery Date will require, such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, securityholders’ equity, results of operations, business or properties of the Partnership and its subsidiaries, taken as a whole (a “Material Adverse Effect”).
Formation and Qualification; Authority. Each of the Partnership Entities has been duly organized, is validly existing and in good standing as a limited partnership or limited liability company as the case may be, under the laws of its jurisdiction of organization (as set forth on Exhibit B) with power and authority, as the case may be, necessary to own or hold its properties and conduct the business as described in the Prospectus; and each of the Partnership Entities is duly qualified to do business and in good standing as a foreign limited partnership or limited liability company as the case may be, in each jurisdiction (as set forth on Exhibit B) in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to, individually or in the aggregate, (i) result in a material adverse effect on the condition (financial or otherwise), results of operations, members’ equity or partners’ capital, properties, business, or prospects of the Partnership Entities taken as a whole (a “Material Adverse Effect”), (ii) materially impair the ability of the Partnership Parties to consummate the offering of the Units or any other transactions provided for in this Agreement, or (iii) subject the limited partners of the Partnership to any material liability or disability.