Formation and Qualification of the Company Sample Clauses

Formation and Qualification of the Company. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware, and has the power and authority to own, lease and operate its properties and to conduct its business in all material respects in which it is engaged and to enter into and perform its obligations under the Transaction Documents to which it is a party. The Company is duly qualified to transact business and is in good standing in the state of its principal place of business and in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except (solely in the case of jurisdictions other than its principal place of business) where the failure so to qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Effect.
Sample 1
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Formation and Qualification of the Company. Schedule 3.1.2 No Solvency or Reorganization Proceedings Schedule 3.1.5 Authorized and Issued Capital Schedule 3.1.6 No Other Agreements or Options Schedule 3.1.8 Required Regulatory Approvals Schedule 3.1.9 Required Consents Schedule 3.1.10 Corporate Records Schedule 3.1.11 Dividends and Distributions Schedule 3.1.12 Business Carried on in Ordinary Course Schedule 3.1.14 Required Licenses Schedule 3.1.17 Financial Statements Schedule 3.1.18 Non-Arm’s Length Transactions Schedule 3.1.20 Debt Instruments Schedule 3.1.22 Banking Information and Powers of Attorney Schedule 3.1.23 Title to the Assets Schedule 3.1.26 Leases and Leased Property Schedule 3.1.28 Equipment Leases Schedule 3.1.29 Material Contracts Schedule 3.1.31 Intellectual and Industrial Property Schedule 3.1.32 Inventories Schedule 3.1.34 Customers and Suppliers Schedule 3.1.35 Employees Schedule 3.1.36 Employee Benefit Plans Schedule 3.1.38 Insurance Schedule 3.1.41 Tax Matters Schedule 3.1.42 Personal Information Schedule 3.1.43 Compliance with Trade Laws Schedule 3.2.5 No Conflicts—Vendors Schedule 3.2.7 Required Consents Schedule 3.3.10 Capitalization of Purchaser Schedule 3.3.18 Affiliate Transactions Schedule 5.2.5(a) Employment Agreement – Xxxxxx Xxxx Schedule 5.2.5(b) Employment Agreement – Xxxx Xxxxxxxx Exhibit A – Vendor Units Exhibit B – Other Liabilities Exhibit Exhibit C – Closing Working Capital – Example Calculation Exhibit D – Flow of Funds Memorandum Exhibit E – Form of Lock-Up Agreement PURCHASE AND SALE OF UNITS AND MEMBERSHIP INTERESTS
Sample 1
Formation and Qualification of the Company. The Company is a limited liability company incorporated and existing under the laws of the State of Washington and has the limited liability company power and capacity to own, lease, use and operate its property, carry on the Business as now being conducted by it and enter into and perform its obligations under this Agreement and each of the Closing Documents to which it is or is to become a party. Except as set forth on Schedule 3.1.1, the Company is registered, licensed or otherwise qualified to carry on the Business and is in good standing in the State of Washington, which are all of the jurisdictions in which the nature of the Business or the property or assets owned or leased by the Company makes that qualification necessary or where the Company owns or leases any material properties or assets or conducts any material business.
Sample 1
Formation and Qualification of the Company. The Company has been duly incorporated and is a validly existing corporation (sociedad anónima bursátil de capital variable), under the laws of Mexico with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business in all material respects as described in the Disclosure Package and the International Prospectus. The Company does not have operations directly in any jurisdiction in which its ownership or leasing of property or the conduct of its business required it to be in good standing as a foreign corporation.
Sample 1
Formation and Qualification of the Company. The Company has been duly incorporated and is an exempted company in good standing under the laws of Bermuda with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business in all material respects as described in the Disclosure Package and the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or leasing of property or the conduct of its business requires such qualification, except where the failure so to qualify or be in good standing would not reasonably be expected to have a Material Adverse Effect. “Material Adverse Effect,” as used throughout this Underwriting Agreement, means a material adverse effect on the Company and its subsidiaries, taken as a whole.
Sample 1
Formation and Qualification of the Company. The Company has been duly incorporated and is validly existing as a corporation, and is in good standing under the laws of the Republic of the Xxxxxxxx Islands, and has full corporate power and authority necessary to own, lease and operate its properties and conduct its business as described in the Registration Statement and the Prospectus, to execute and deliver this Agreement and to issue, sell and deliver the Securities as contemplated herein. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each other jurisdiction in which such qualification is required for the conduct of the business as described in the Registration Statement, General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), except where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect or subject the Company to any material liability or disability.
Sample 1
Formation and Qualification of the Company. The Company has been duly incorporated and is an existing corporation in good standing under the laws of the Republic of the Xxxxxxxx Islands, with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business in all material respects as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or leasing of property or the conduct of its business requires such qualification, except (i) that the Company may not be registered as an overseas company in the Hong Kong Special Administrative Region until such time as the Company acquires vessels under the Asset Purchase Agreement, as hereinafter defined and (ii) where the failure so to register or qualify would not reasonably be expected to have a Material Adverse Effect. “Material Adverse Effect,” as used throughout this Agreement, means a material adverse effect on the condition (financial or otherwise), results of operations, earnings, business, properties or assets or prospects of the Company, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto).
Sample 1
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Formation and Qualification of the Company. The Company has been duly incorporated and is validly existing in good standing as a corporation under the DGCL with all necessary corporate power and authority to own or lease its properties and to conduct its business in all material respects as described in the Registration Statement and the Prospectus. The Company is duly registered or qualified as a foreign corporation for the transaction of business under the laws of the jurisdictions set forth on Exhibit A to this Agreement.
Sample 1

Related to Formation and Qualification of the Company

  • Organization and Qualification of the Company The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary.

  • 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.

  • 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.

  • 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.

  • 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.

  • Incorporation and Qualification The Company has been duly organized and is validly existing as a Corporation and in good standing under the laws of the State of Colorado with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted.

  • 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.

  • 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.

  • Formation and Qualification of the Partnership Entities Each of Enterprise Products Holdings LLC, a Delaware limited liability company (the “General Partner”), the Partnership, EPOGP, EPO and their respective subsidiaries listed on Schedule III hereto (each, a “Partnership Entity” and collectively, the “Partnership Entities,” and the subsidiaries of the Partnership listed on Schedule III hereto, the “Subsidiaries”) has been duly formed or incorporated, as the case may be, and is validly existing in good standing under the laws of its jurisdiction of formation or incorporation, as the case may be, with all corporate, limited liability company or partnership, as the case may be, power and authority necessary to own or hold its properties and conduct the businesses in which it is engaged and, in the case of the General Partner and EPOGP, to act as general partner of the Partnership and managing member of EPO, respectively, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Each Partnership Entity is duly registered or qualified to do business and is in good standing as a foreign corporation, limited liability company or limited partnership, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification or registration, except where the failure to so qualify or register would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Partnership Entities taken as a whole (a “Material Adverse Effect”) or subject the limited partners of the Partnership to any material liability or disability.

  • Due Organization and Qualification; Subsidiaries (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

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