Good Standing and Resolutions Sample Clauses

Good Standing and Resolutions. Each of Seller and Shareholder shall deliver to Buyer Certificates of Good Standing from the Secretary of State of its state of organization, and from each jurisdiction in which it is qualified to do business, certified copies of its Bylaws and Charter, and a certified copy of the resolutions of the Board of Directors and Shareholder of Seller authorizing the execution, delivery and consummation of this Agreement and the execution, delivery and consummation of all other agreements and documents executed in connection herewith by them, including all deeds, bills of sale and other instruments required hereunder, sufficient in form and content to meet the requirements of the law of the State of Tennessee relevant to such transactions and certified by officers of Seller to be validly adopted and in full force and effect and unamended as of Closing.
Sample 1
Good Standing and Resolutions. Buyers shall deliver to Sellers a certificate of good standing from the Secretary of State of Kentucky, dated the most recent practical date prior to Closing, together with a certified copy of the resolutions of Buyers approving this Agreement and the consummation of the transactions intended hereby.
Sample 1
Good Standing and Resolutions. Seller shall deliver to Buyer a Certificate of Good Standing from the Secretary of State of the State of Mississippi, and from each jurisdiction in which Seller is qualified to do business, certified copies of its charter and bylaws and any other governing documents and a certified copy of the resolutions of its Board of Directors and Board of Trustees authorizing the execution, delivery and consummation of this Agreement and the execution, delivery and consummation of all other agreements and documents executed in connection herewith by them, including the Lease and all bills of sale and other instruments required hereunder, sufficient in form and content to meet the requirements of the law of the State of Mississippi relevant to such transactions and certified by officers of Seller to be validly adopted and in full force and effect and unamended as of Closing.
Sample 1
Good Standing and Resolutions. With respect to Borrower, Lender shall have received (i) a Certificate of Good Standing from the Secretary of the State of Delaware; (ii) a qualification to do business from the Secretary of the Commonwealth of Kentucky; (iii) certified resolutions authorizing the transactions contemplated by the Loan Documents in form and content acceptable to Lender; and (iv) such other documents, instruments and certificates as Lender may reasonably request. With respect to Guarantor, Lender shall have received (i) a Certificate of Good Standing from the Secretary of the State of Georgia; (ii) certified resolutions authorizing the transactions contemplated by the Loan Documents in form and content acceptable to Lender; and (iv) such other documents, instruments and certificates as Lender may reasonably request. With respect to Danimer Holdings, Lender shall have received (i) a Certificate of Good Standing from the Secretary of the State of Delaware; (ii) certified resolutions authorizing the transactions contemplated by the Loan Documents in form and content acceptable to Lender; and (iii) such other documents, instruments and certificates as Lender may reasonably request.
Sample 1
Good Standing and Resolutions. With respect to (a) Xxxxxxxx, Lender shall have received (i) a certificate of existence/ good standing from the Division; (ii) certified resolutions authorizing the transactions contemplated by the Loan Documents in form and content acceptable to Xxxxxx; and
Sample 1
Good Standing and Resolutions. Seller shall deliver to Buyer Certificates of Good Standing from the Secretary of State of its state of organization, and from each jurisdiction in which Seller is qualified to do business, certified copies of its Certificate of Organization, Operating Agreement and any other governance resolutions, and a certified copy of the resolutions of its Members and its governing body authorizing the execution, delivery and consummation of this Agreement and the execution, delivery and consummation of all other agreements and documents executed in connection herewith by them, including all deeds, bills of sale and other instruments required hereunder,
Sample 1
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Good Standing and Resolutions. Buyer shall deliver to Sellers a certificate of good standing from the Secretary of State of North Carolina, dated the most recent practical date prior to Closing, together with a certified copy of the resolutions of Buyer approving this Agreement and the consummation of the transactions intended hereby.
Sample 1

Related to Good Standing and Resolutions

  • 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.

  • 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.

  • Good Standing The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

  • Organization, Good Standing and Authority The Vessel Owning Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the Republic of Liberia. The Vessel Owning Subsidiary has full corporate power and authority to carry on its business as it is now, and has since its incorporation been, conducted, and is entitled to own, lease or operate the properties and assets it now owns, leases or operates and to enter into legal and binding contracts. No meeting has been convened or resolution proposed or petition presented and no order has been made to wind up the Vessel Owning Subsidiary.

  • Organization, Good Standing, Corporate Power 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 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.

  • Due Incorporation and Good Standing AVRS is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.

  • 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, 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.

  • Certificates of Good Standing Certificates as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction of organization and, to the extent requested by the Administrative Agent, each other jurisdiction where such Credit Party is qualified to do business and, to the extent available, a certificate of the relevant taxing authorities of such jurisdictions certifying that such Credit Party has filed required tax returns and owes no delinquent taxes.

  • Organization; Good Standing The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

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