Good Standing and Existence Sample Clauses

Good Standing and Existence. The Banks shall have received evidence of existence and good standing for Borrower and the Guarantor;
Sample 1Sample 2Sample 3See All (8)
AutoNDA by SimpleDocs
Good Standing and Existence. YSI and the Seller shall have received a good standing certificate for Purchaser, issued by the Secretary of State of the State of Georgia, and dated not more than thirty (30) days prior to the Closing.
Sample 1Sample 2
Good Standing and Existence. Agent shall have received certificates of the appropriate governmental officials of the State of Maryland and the State of incorporation or formation of each of Borrower's Subsidiaries, each dated a recent date prior to the Effective Date, to the effect that Borrower or such Subsidiary (as the case may be) is validly existing and is in good standing with respect to payment of franchise and similar taxes and is duly qualified to transact business therein.
Sample 1
Good Standing and Existence. The Agent shall have received evidence of existence and good standing for each Borrower;
Sample 1
Good Standing and Existence. Bank shall have received evidence --------------------------- satisfactory to it of the existence and good standing of Borrower and each Guarantor (including, without limitation, in jurisdictions other than their respective jurisdictions of incorporation);
Sample 1
Good Standing and Existence. Certificates of the appropriate governmental officials of the State of Maryland, each dated a recent date on or prior to the Closing Date, to the effect that Borrower and Guarantors are validly existing and are in good standing with respect to payment of franchise and similar taxes and are duly qualified to transact business therein.
Sample 1
AutoNDA by SimpleDocs
Good Standing and Existence. The Bank shall have received evidence of existence and good standing for Borrower and BEC;
Sample 1
Good Standing and Existence. (A) The Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full power and authority to conduct its business as it is now being conducted and to own or use the properties and assets that it purports to own or use. Except as set forth on Schedule 2.2(A), on the date hereof, the Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification. On the Closing Date, the Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification. The Company has heretofore delivered to the Buyer true and correct copies of the certificate of incorporation and bylaws (each as amended) of the Company and all other documents, including but not limited to the stockholders agreement, dated November 30, 2006, among the stockholders of the Company (the “StockholdersAgreement”), governing the organization, ownership, voting or control of the Company (herein collectively referred to as the “Company Organizational Documents”). The Company is not in breach or violation of, or default under, any provision of the Company Organizational Documents. (B) Schedule 2.2(B) contains a complete and accurate list of (1) each Subsidiary, (2) the jurisdiction of organization of each Subsidiary, (3) each of the other jurisdictions in which each such Subsidiary is authorized to do business, and (4) the capitalization of each Subsidiary (including the identity of each stockholder, partner or member and a description of shares or membership or partnership interest held by such Person). Each Subsidiary is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, with full power and authority to conduct its business as it is now being conducted and to own or use the properties and assets that it purports to own or use. Except as set forth on Schedule 2.2(B), on the date hereof, each Subsidiary is duly qualified to do business as a foreign organization and is in good standing under the laws of each state or other jurisdiction in which either the ow...
Sample 1

Related to Good Standing and Existence

  • Organization, Good Standing and Power The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary 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 by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.

  • Existence; Good Standing It is 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. The state of residence or principal place of business of each Purchaser is set forth on Schedule 1.

  • 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

  • Due Organization, Good Standing and Corporate Power Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") of the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole. The Company has made available to Parent and Sub complete and correct copies of the Restated and Amended Certificate of Incorporation and By-Laws of the Company and the comparable governing documents of each of its Subsidiaries, in each case as amended to the date of this Agreement. Other than as set forth in Section 3.01(a) of the Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery of this Agreement, the respective certificates of incorporation and by-laws or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such Subsidiaries.

  • Organization and Existence Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

  • 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.

  • Organization and Good Standing Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

  • 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.

  • Corporate Organization and Good Standing The Company is a corporation ---------------------------------------- duly organized, validly existing, and in good standing under the laws of the State of Delaware and is duly qualified and in good standing in all other states where the nature of its business or operations or the ownership of its property requires such qualification.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!