Good Standing and Foreign Qualification Sample Clauses

Good Standing and Foreign Qualification. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Illinois as of the date hereof, and is duly qualified to do business as a foreign corporation and in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.
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Good Standing and Foreign Qualification. The Company and each of the Subsidiaries are in good standing and are duly qualified to do business as a foreign corporation, as the case may be, in each jurisdiction set forth opposite its name on Annex A hereto.
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Good Standing and Foreign Qualification. The Company covenants and agrees to deliver to Purchasers, within thirty (30) days following the Closing Date, the good standing or foreign qualification to do business in each jurisdiction for each of the Company and its Subsidiaries in which the nature of 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 a Material Adverse Effect ("Good Standing Status").
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Good Standing and Foreign Qualification. Inergy Propane, LLC Inergy GP, LLC Alabama Arkansas California Connecticut Florida Georgia Illinois Indiana Iowa Kentucky Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri New Hampshire New Jersey New York North Carolina North Dakota Ohio Oklahoma Pennsylvania Rhode Island South Carolina Tennessee Texas Vermont Virginia West Virginia Wisconsin Alabama Indiana Kentucky Michigan Missouri New York North Carolina Ohio Pennsylvania South Carolina Texas West Virginia Inergy Partners, LLC Missouri Mississippi North Carolina Texas Inergy Transportation, LLC Alabama Arkansas Georgia Indiana Michigan Mississippi New York Ohio Pennsylvania South Carolina Tennessee Virginia West Virginia Wisconsin Inergy, L.P. Missouri Inergy Sales & Service, Inc. Alabama Connecticut Florida Georgia Illinois Indiana Iowa Kentucky Maine Maryland Massachusetts Michigan Minnesota Mississippi New Hampshire New Jersey New York North Carolina Ohio Oklahoma Pennsylvania Rhode Island South Carolina Tennessee Texas Vermont West Virginia Wisconsin Stellar Propane Service, LLC Connecticut Florida Georgia Illinois Indiana Iowa Kentucky Maine Michigan New Hampshire New York Ohio Pennsylvania Vermont West Virginia Wisconsin L & L Transportation, LLC Florida Georgia Illinois Indiana Kentucky Michigan Ohio Texas West Virginia Exhibit A Exhibit B FORM OF LOCK-UP LETTER AGREEMENT June , 2006 CITIGROUP GLOBAL MARKETS INC. XXXXXX BROTHERS INC. X.X. XXXXXXX & SONS, INC. WACHOVIA CAPITAL MARKETS, LLC RBC CAPITAL MARKETS CORPORATION X.X. XXXXXX SECURITIES INC. c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/x Xxxxxx Brothers Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Dear Sirs: The undersigned understands that you, as the underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Inergy Parties providing for the purchase by you of common units, each representing a limited partner interest in the Partnership (the “Common Units”), and that the Underwriters propose to reoffer the Common Units to the public (the “Offering”). Capitalized terms used but not defined herein have the meanings given to them in the Underwriting Agreement. In consideration of the execution of the Underwriting Agreement by you, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of Citigroup Global Markets Inc. and Xxxxxx Brothers Inc., the undersigned...
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Good Standing and Foreign Qualification. GMX Resources Inc. Oklahoma Louisiana New Mexico Texas Diamond Blue Drilling Co. Oklahoma Texas Endeavor Pipeline Inc. Oklahoma Texas Exhibit A Exhibit B FORM OF LOCK-UP LETTER AGREEMENT August __, 2006 X.X. Xxxxxxx & Sons, Inc. Xxxxxx, Xxxxx Xxxxx Incorproated Capital One Southcoast First Albany Capital c/o X.X. Xxxxxxx & Sons, Inc. Xxx Xxxxx Xxxxxxxxx Xx. Xxxxx, XX 00000 Dear Sirs: The undersigned understands that you, as the underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Corporation providing for the purchase by you of 1,800,000 shares of the Corporation’s 9 1/4% Series B Cumulative Preferred Stock, par value $0.001 per share (liquidation preference of $25.00 per share) (the “Preferred Stock”), and that the Underwriters propose to re-offer the Preferred Stock to the public (the “Offering”). Capitalized terms used but not defined herein have the meanings given to them in the Underwriting Agreement. In consideration of the execution of the Underwriting Agreement by you, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of X.X. Xxxxxxx & Sons, Inc., the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge, announce the intention to sell or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common or Preferred Stock (including, without limitation, Common or Preferred Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and any Common or Preferred Stock that may be issued upon exercise of any option or warrant) or securities convertible into or exchangeable for Common or Preferred Stock owned by the undersigned on the date of execution of this Lock-up Letter Agreement or on the date of the completion of the Offering, or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common or Preferred Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common or Preferred Stock, or other securities, in cash or otherwise, for a period of 90 days from the date of the Prospectus; provided, however, that such consent need not be in wr...
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Good Standing and Foreign Qualification. Jurisdictions 5.05 Supplement to Interim Financial Statements 5.12 Subsidiaries; Other Equity Investments 7.01 Existing Liens 7.03 Existing Indebtedness 10.02 Administrative Agent's Office; Certain Addresses for Notices 10.06 Processing and Recordation Fees EXHIBITS FORM OF A-1 Revolving Loan Notice A-2 Term Loan Interest Rate Selection Notice B Swing Line Loan Notice C-1 Term Loan Note C-2 Revolving Loan Note C-3 Swing Line Note D Compliance Certificate E Assignment and Assumption F Guaranty G-1 Gibson Dunn & Crutcher LLP Opinion G-2 Georgia Local Cxxxxxx Xxxxion H Security Agreement CREDIT AGREEMENT This CREDIT AGREEMENT ("Agreement") is entered into as of November 30, 2005, among INFOCROSSING, INC., a Delaware corporation (the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
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Good Standing and Foreign Qualification. Certificates of good standing of a recent date by the Secretary of State (or other State office) certifying to (i) the legal existence and good standing of the Company in the State of Delaware and (ii) the foreign qualification in each jurisdiction in which the properties owned or leased by the Company or the operation of its business makes such qualification necessary.
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Good Standing and Foreign Qualification. Jurisdictions 6.02(a) Consents and Approvals
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Good Standing and Foreign Qualification. 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, lease and operate its property and assets and to conduct its business as presently conducted. The Company is qualified to do business as a foreign corporation in the state of California.
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Related to Good Standing and Foreign Qualification

  • 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.

  • Organization and Good Standing; Qualification The Seller has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with the power and authority to own or lease its properties and to conduct its activities as such properties are currently owned or leased and such activities are currently conducted.

  • Organization; Good Standing; Qualification and Power The Contributed Subsidiaries are all of the subsidiaries of the Contributed Companies or any of their direct or indirect subsidiaries. Each of the Contributed Companies, and the Contributed Subsidiaries and each of the Contributing Companies is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, has all requisite corporate power and authority to own, lease and operate any and all of the Group Assets held by such company and for the Conduct of the Group Business as now being conducted by such company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not have a Material Adverse Effect on the Group Business. SCO has delivered to Caldera or its counsel complete and correct copies of the charter documents of the Contributed Companies and the Contributed Subsidiaries. Except for the Contributed Subsidiaries, none of the Contributed Companies nor any of the Contributed Subsidiaries owns, directly or indirectly, any capital stock or other equity interest of any corporation or has any direct or indirect equity or ownership interest in any other business, whether organized as a corporation, partnership, joint venture or otherwise.

  • Organization; Good Standing; Qualification The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”).

  • Due Qualification and Good Standing The Borrower is in good standing in the State of Delaware. The Borrower is duly qualified to do business and, to the extent applicable, is in good standing in each other jurisdiction in which the nature of its business, assets and properties, including the performance of its obligations under this Agreement, the other Facility Documents to which it is a party and its Constituent Documents, requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.

  • Organization, Good Standing and Qualification The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

  • Incorporation, Good Standing, and Due Qualification Each of the Borrower and its Subsidiaries is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its assets and to transact the business in which it is now engaged or proposed to be engaged, and is duly qualified as a foreign corporation and in good standing under the laws of each other jurisdiction in which such qualification is required.

  • 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. 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 Company. For the purposes of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies of the Certificate of Incorporation and Bylaws (or equivalent documents), as amended to date, for itself and each of its Subsidiaries and copies of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint ventures.

  • Qualification and Good Standing Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will not have a Material Adverse Effect.

  • 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

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