Incorporation and Organization of AGB Sample Clauses

Incorporation and Organization of AGB. AGB is a corporation duly incorporated, organized and validly existing under the Laws of the province of Alberta and has not been discontinued or dissolved under such Laws. No steps or proceedings have been taken to authorize or require such discontinuance or dissolution. Other than for the current annual period ending September 30, 2017 and other than for matters that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, AGB has submitted all notices or returns of corporate information and other filings required by Law to be submitted by it to any Governmental Authority. AGB has the corporate power and capacity to enter into this Agreement and the other Transaction Documents to which AGB is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by AGB of this Agreement and any other Transaction Documents to which AGB is a party, the performance by AGB of its obligations hereunder and thereunder and the consummation by AGB of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of AGB. This Agreement has been duly executed and delivered by AGB, and assuming due authorization, execution and delivery by all other parties hereto, this Agreement constitutes a legal, valid and binding obligation of AGB enforceable against AGB in accordance with its terms subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, the availability of equitable remedies and the qualification that rights to indemnity and waiver of contribution may be contrary to public policy. When each other Transaction Document to which AGB is or will be a party has been duly executed and delivered by AGB, assuming due authorization, execution and delivery by each other party thereto, such Transaction Document will constitute a legal and binding obligation of AGB enforceable against it in accordance with its terms, subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, the availability of equitable remedies and the qualification that rights to indemnity and waiver of contribution may be contrary to public policy.
AutoNDA by SimpleDocs

Related to Incorporation and Organization of AGB

  • Name and Organizational Changes (a) PSP must provide TFC with written notification of all name changes and organizational changes relating to PSP including, but not limited to, merger, acquisition, corporate reorganization, or sale no later than sixty (60) days prior to such change. PSP, in its notice, shall describe the circumstances of the name or organizational change, state its new name, provide the new Tax Identification Number, if available, and describe how the change will impact its ability to perform under the Agreement. All written notifications of organizational change must include a detailed statement specifying the change and supporting documentation evidencing continued right of Agreement or successor entity, as applicable, to maintain its status as a party to this Agreement. If the change entails personnel changes for personnel performing the responsibilities of the Agreement for PSP, PSP shall identify the new personnel and provide resumes to TFC, if resumes were originally required by the solicitation. TFC may require other information or documents related to the change and its impact on the PSP and Agreement shall supply the requested information within five (5) working days of receipt of the request.

  • Preparation and Organisation of Meetings The Chairperson shall convene ordinary meetings of the Project Committee at least once every 6 (six) months and shall also convene extraordinary meetings at any time upon written request of any Member.

  • Formation of Agreement A. No agreement between the Parties is formed until all applicable actions have been completed to the satisfaction of Valley Water. Valley Water Project Manager will not issue a Notice to Proceed until all required documents have been submitted and accepted by Valley Water.

  • 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.

  • Due Organization and Existence The District is a school district, duly organized and existing under the Constitution and laws of the State of California.

  • Scaling Locations, Rules, and Organizations All logs from timber sold under the terms and conditions of this contract shall be: (1) scaled at a location approved in writing by STATE; (2) scaled by a third-party scaling organization with a current agreement with STATE; and (3) scaled using the Official Log Scaling and Grading Rules (as adopted by the Northwest Log Rules Advisory Group) and STATE special service scaling instructions in effect at the time the logs are scaled. Utilization scale shall be handled in accordance with the section titled, “Utilization Scale.” PURCHASER shall enter into a written agreement with a third-party scaling organization for the scaling of logs removed from the timber sale area. PURCHASER shall furnish STATE with a copy of the scaling agreement upon request. If logs are delivered when a TPSO scaler is not present, PURCHASER must provide STATE with a method to assure protection and accountability. PURCHASER shall provide STATE with remote check scaling opportunities for logs scaled under this contract. The last two loads at each delivery point shall be continuously available for checking. They shall remain available for a minimum of 48 hours unless replaced by other STATE loads. They shall be available as originally presented for scaling; i.e., if truck scaled, they shall be presented in bunks. In the event scaling is suspended for any reason, hauling operations shall be immediately suspended until approved alternate scaling services are provided, or service by the scaling organization is resumed.

  • FORMATION OF ASSOCIATION 12.2.1 The Promoter shall, in accordance with Applicable Laws, call upon the respective apartment owners to form an association (“ASSOCIATION”), and it shall be incumbent upon the Allottee to join the Association as a member and for this purpose also from time to time sign and execute the application for registration and/or membership and the other papers and documents necessary for the same. The Allottee shall pay the necessary subscription and/or membership amounts, together with the proportionate costs and expenses for (i) formation of the Association, and (ii) transfer of the Common Areas to the Association, including but not limited to stamp duty and registration costs, if any. The Allottee hereby authorizes the Promoter to take all necessary steps in this connection on his/her/their/its behalf, and further the Allottee shall comply with and/or adhere to all the Applicable Laws and all the rules, regulations, guidelines, etc. formulated from time to time by the Association.

  • 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.

  • Corporate Organization 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 own, operate and lease its properties and to carry on its business as and in the places where such properties are now owned, operated and leased or such business is now being conducted.

  • Incorporation of Provisions The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States.

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