Good Standing/Existence Sample Clauses
The Good Standing/Existence clause requires a party to affirm that it is legally established and currently authorized to conduct business in its jurisdiction. In practice, this means the party must be properly registered, not dissolved, and in compliance with all necessary corporate formalities, such as filing annual reports or paying required fees. This clause ensures that the contracting party is legitimate and capable of fulfilling its obligations, thereby reducing the risk of entering into agreements with entities that may not have the legal capacity to perform.
Good Standing/Existence. Attached hereto as “Exhibit E” are copies of recently dated certificates issued by the Secretary of State or other appropriate authority of each jurisdiction in which the Company was formed or is qualified to do business, such certificates evidencing the good standing and existence of the Company in such jurisdictions.
Good Standing/Existence. Attached hereto as Exhibit E are true, complete and correct copies of recently dated certificates issued by the Secretary of State of the State of Delaware, such certificates evidencing the due formation, good standing and existence of each Loan Party in each such jurisdiction.
Good Standing/Existence. Florida Eye Associates, Inc., a Florida corporation (the "Clinic") is a Florida corporation duly organized, validly existing and in good standing under the laws of the State of Florida. The Clinic has all necessary power to own all of its assets and to carry on its business as such business is now being conducted. The Shareholders are the sole shareholders of the Clinic and own such interests free of all security interests, claims, encumbrances and liens in the amounts set forth on Exhibit 2.1. Each interest of the Clinic has been legally and validly issued and fully paid and nonassessable. There are no outstanding (a) bonds, debentures, notes or other obligations the holders of which have the right to vote with the shareholder of the Clinic on any matter, (b) securities of the Clinic convertible into equity interests in the Clinic, or (c) commitments, options, rights or warrants to issue any such equity interests in the Clinic, to issue securities of the Clinic convertible into such equity interests, or to redeem any securities of the Clinic. No interests of the Clinic have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of the Clinic's shareholders. The Clinic is not required to qualify to do business as a foreign entity in any other state or jurisdiction by reason of its business, properties or activities in or relating to such other state or jurisdiction. The Clinic does not have any assets, employees or offices in any state other than Florida.
Good Standing/Existence. Attached hereto as Exhibit A is a recently dated Certificate of Good Standing of the [Borrower][CLO Subsidiary][Collateral Manager], issued by the [Secretary of State] of the [state of Delaware][●].