Good Standing; Binding Documents Clause Samples
The 'Good Standing; Binding Documents' clause requires each party to affirm that it is properly organized, validly existing, and in good standing under the laws of its jurisdiction, and that it has the authority to enter into and be bound by the agreement. In practice, this means that a company must not be dissolved, suspended, or otherwise restricted from conducting business, and that the person signing has the legal power to do so. This clause ensures that the agreement is legally enforceable and that all parties are legitimate entities with the capacity to fulfill their obligations, thereby reducing the risk of disputes over authority or validity.
Good Standing; Binding Documents. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and is not insolvent. This Agreement has been, and all the documents to be delivered by Buyer to Sellers at the Closing will be, duly authorized, executed and delivered by the signatories hereto, and in the case of the documents to be delivered will be, legal and binding obligations of the signatories thereto enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting rights of contracting parties generally), and do not, and in the case of the documents to be delivered will not, violate any provisions of any agreement to which Buyer is a party or to which it is subject. There are no pending, or to Buyer’s knowledge, threatened legal proceedings or actions against Buyer that could impair Buyer’s ability to perform its duties and obligations under this Agreement or any agreement to be entered into or delivered by Buyer in connection with this Agreement.
Good Standing; Binding Documents. BHI is a corporation duly organized, validly existing and in good standing under the laws of the State of Mississippi, and is not insolvent. This Agreement has been, and all the documents to be delivered by the LLC (or its assignee, as applicable) and BHI to Seller at the Closing will be, duly authorized, executed and delivered by the LLC (or such assignee) and BHI, are, and in the case of the documents to be delivered will be, legal and binding obligations of the LLC (or such assignee) and BHI enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting rights of contracting parties generally), and do not, and in the case of the documents to be delivered will not, violate any provisions of any agreement to which the LLC (or such assignee) or BHI is a party or to which it is subject. There are no pending, or to the LLC's or BHI's knowledge, threatened legal proceedings or actions against the LLC or BHI that could impair the LLC's or BHI's ability to perform its duties and obligations under this Agreement or any agreement to be entered into or delivered by the LLC or BHI in connection with this Agreement.
Good Standing; Binding Documents. Last Chance is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and is not insolvent. This Agreement has been, and all the documents to be delivered by Last Chance to PGE at the Closing will be, duly authorized, executed and delivered by the signatories hereto, and in the case of the documents to be delivered will be, legal and binding obligations of the signatories thereto enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting rights of contracting parties generally), and do not, and in the case of the documents to be delivered will not, violate any provisions of any agreement to which Last Chance is a party or to which it is subject. There are no pending, or to Last Chance's knowledge, threatened legal proceedings or actions against Last Chance that could impair Last Chance's ability to perform its duties and obligations under this Agreement or any agreement to be entered into or delivered by Last Chance in connection with this Agreement.
Good Standing; Binding Documents. Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, duly qualified to do business in Mississippi, is not insolvent, and is the successor to all of the assets and liabilities of BH Acquisition Corporation. The LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Mississippi and is not insolvent. Other than the trade names identified in Section 2(g) of this Agreement, BH Acquisition Corporation has not used any other corporate name for the past five (5) years. This Agreement has been, and all the documents executed by Seller or the LLC which are to be delivered to the LLC or BHI at the Closing will be, duly authorized, executed, and delivered by Seller or the LLC, are, and in the case of the documents to be delivered will be, legal, valid and binding obligations of Seller or the LLC enforceable against Seller or the LLC accordance with their respective terms (except to the extent that such endorsement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally), will be sufficient to convey title (if they purport to do so), and do not, and in the case of the documents to be delivered will not, violate any provisions of any agreement to which Seller or the LLC is a party or to which it is subject.
Good Standing; Binding Documents. 17 (b) Continued Employment........................................... 18 (c) Notification of Change......................................... 18