Incorporation and Qualification; Subsidiaries Clause Samples
The "Incorporation and Qualification; Subsidiaries" clause establishes that a company is properly formed, legally existing, and authorized to conduct business in its jurisdiction and any other relevant locations. It typically requires the company to confirm its legal status, good standing, and compliance with registration requirements, and may also require disclosure of its subsidiaries and their legal standing. This clause ensures that all parties are dealing with a legitimate entity and that any subsidiaries involved are also properly constituted, thereby reducing the risk of legal or regulatory issues arising from improper formation or lack of authority.
Incorporation and Qualification; Subsidiaries. (a) Company is a corporation duly incorporated, 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 assets and properties and to carry on its business as it is now being conducted. Each of Company’s subsidiaries is a corporation duly incorporated, 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 assets and properties and to carry on its business as it is now being conducted, except where the failure to do so would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on Company. Each of Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“Approvals”) necessary to own, operate or lease the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect (as defined in Section 8.3(b)(ii)) on Company. Each of Company and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified, licensed or in good standing has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Company.
(b) Company has no subsidiaries except for the corporations identified in Section 2.1(b) of the Company Schedule. Neither Company nor any of its subsidiaries has agreed to make or is obligated to make or is bound by any written or oral agreement, contract, subcontract, lease, permit, franchise, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, indenture, insurance policy, benefit plan, or legally binding commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect (a “Contract”) under which it may become obligated to make, any future investment in or capital contrib...
Incorporation and Qualification; Subsidiaries. 7 2.2 Certificate of Incorporation and Bylaws.................................... 8 2.3 Capitalization............................................................. 8 2.4 Authority Relative to this Agreement....................................... 10 2.5 No Conflict; Required Filings and Consents................................. 10 2.6
Incorporation and Qualification; Subsidiaries. (a) Company is a corporation duly incorporated, 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 assets and properties and to carry on its business as it is now being conducted. Each of Company's subsidiaries is a corporation duly incorporated, 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 assets and properties and to carry on its business as it is now being conducted, except where the failure to do so would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on Company. Each of Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("APPROVALS") necessary to own, operate or lease the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect (as defined in Section 8.3(b)(ii))
Incorporation and Qualification; Subsidiaries. (a) Each of the Vendors is a corporation duly incorporated and organized and validly subsisting in good standing under the laws of its respective jurisdiction of incorporation, has the corporate power, authority and capacity to enter into and perform its obligations under this Agreement and each of the Closing Documents to which it is or is to become a party, to own, lease, use and operate the Purchased Assets and to carry on the Business as now being conducted by it. All necessary corporate action and proceedings has been taken on the part of each of the Vendors to permit the due and valid sale and transfer of the Purchased Assets from the Vendors to the Purchaser as at the Closing Time. The Vendors are registered, licensed or otherwise qualified to carry on the Business and are in good standing in the jurisdictions listed in Schedule 4.1.1(a) which are all of the jurisdictions in which the nature or location(s) of the Business or the Purchased Assets or any of them makes that registration, licensing or qualification necessary.
(b) GPS Inc. is the sole registered and beneficial owner of all of the issued and outstanding shares in the capital of 1554531 and 1518012, and Greywolf Holdings is the sole registered and beneficial owner of all of the issued and outstanding shares in GPS Ltd. All such shares are owned free and clear of any Liens. None of the Vendors or Greywolf Holdings has any ownership interest in any Person other than as referred to in this Subsection 4.1.1(b) or any right to acquire any such ownership interest. 1518012 does not own, and has not owned, any assets or properties and is not, and has not been, engaged in the Business in any manner. Greywolf Holdings’ sole assets are the shares it holds in GPS Ltd. and Greywolf Holdings does not own, and has not owned, any other assets or properties and is not, and has not been, engaged in the Business other than indirectly through its ownership of GPS Ltd. Schedule 4.1.1(b) sets forth, for each of the Vendors and Greywolf Holdings, (i) the holders of all of the issued and outstanding shares in the capital of each such Vendor and Greywolf Holdings, (ii) the class or series of such outstanding shares, and (iii) the number of shares of all issued and outstanding shares held by each such shareholder.
Incorporation and Qualification; Subsidiaries. Each Target Group Member is duly incorporated or organized, as the case may be, validly existing and in good standing under the Laws of such Target Group Member’s jurisdiction of incorporation or organization, as set forth on Schedule 4.1, and has all requisite corporate or limited liability company power and authority to own, lease and operate its properties and to conduct the portion of the Business in which such Target Group Member is engaged. The Seller has heretofore made available to the Buyer complete and correct copies of the Organizational Documents of each Target Group Member, in each case, as presently in effect. Schedule 4.1 sets forth for each Target Group Member (i) its name and jurisdiction of incorporation or organization; (ii) the number of authorized, issued and outstanding Equity Interests of such Target Group Member and the identity of the record and beneficial owner of the issued and outstanding Equity Interests of such Target Group Member; (iii) a list of the current officers and directors of each Target Group Member that is a corporation and, for each Target Group Member which is not a corporation, a list of the individuals holding positions of authority with respect to such Target Group Member which is substantially equivalent to the authority of officers and directors of a corporation together with the titles held by such individuals; and (iv) each jurisdiction in which the Target Group Member is qualified to do business as a foreign corporation or entity. Except for the Equity Interests of each Target Group Member which are identified in Schedule 4.1 as being issued and outstanding, there are no Equity Interests which are issued and outstanding with respect to any Target Group Member. All of the Equity Interests of each Target Group Member which are identified in Schedule 4.1 as being issued and outstanding have been duly and validly issued and are fully paid and non-assessable and all of such Equity Interests are owned by the individual or entity identified in Schedule 4.1, free and clear of all Liens (other than limitations on transfers under applicable securities Laws). Each Target Group Member is duly authorized to conduct business in, and is good standing under the laws of, each jurisdiction in which such qualification is required, except where the failure to be so qualified would not have a Material Adverse Effect. Except for the Subsidiaries set forth in Schedule 4.1, none of the Companies owns or has any right to acquire, ...