Incorporation and Status of the Vendor Sample Clauses

Incorporation and Status of the Vendor. The Vendor is -------------------------------------- duly incorporated and validly existing under the laws of its jurisdiction of incorporation.
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Incorporation and Status of the Vendor. The Vendor is duly incorporated and validly existing under the laws of its jurisdiction of incorporation. No act or proceeding has been taken by or against the Vendor in connection with the dissolution, liquidation, winding-up, bankruptcy or reorganization of the Vendor.
Sample 1
Incorporation and Status of the Vendor. The Vendor is a body corporate duly formed, organized and validly subsisting under the laws of the jurisdiction of its incorporation or organization and is duly qualified to carry on business in the jurisdictions in which it carries on business or owns the Assets;
Sample 1
Incorporation and Status of the Vendor. The Vendor is a corporation duly incorporated, organized and subsisting under the laws of Canada and has the corporate power and capacity to execute and deliver this Agreement, to sell the Purchased Assets to the Purchaser as herein contemplated and to perform its other obligations hereunder. No proceedings have been taken or authorized by the Vendor or, to the Vendor's knowledge, by any other person with respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of the Vendor or with respect to any amalgamation, merger, consolidation, arrangement or reorganization of, or relating to, the Vendor. The Vendor has the necessary corporate power, authority and capacity to own or lease its property and assets and to carry on the Business as now being conducted by it and is registered, licensed or otherwise qualified to carry on the Business in each province and territory in Canada, being the only jurisdictions in which the nature of the Business as carried on by the Vendor or the property or assets owned or leased by it makes such qualification necessary. True and complete copies of the Articles of the Vendor and all by-laws of the Vendor have been made available to the Purchaser. The Articles of the Vendor and the by-laws of the Vendor constitute all of the constating documents and by-laws of the Vendor, are complete and correct and are in full force and effect.
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Related to Incorporation and Status of the Vendor

  • Organization and Status Purchaser (a) is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation as set forth in the preamble to this Agreement, (b) is duly qualified, authorized to do business and in good standing in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, and (c) has all requisite power and authority to own or hold under lease the property it purports to own or hold under lease and to carry on its business as now being conducted. Purchaser has made available to Seller complete and correct copies of the Organization Documents for Purchaser.

  • Incorporation and Good Standing The Company has been duly incorporated or formed and is validly existing and in good standing as a company limited by shares under the laws of the jurisdiction of its formation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. As of the Closing, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is not otherwise disclosed in the Disclosure Package.

  • Organization of the Buyer The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

  • Incorporation and Good Standing of the Company The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify would not result in a Material Adverse Change.

  • Corporate Organization and Good Standing The Company is a corporation ---------------------------------------- duly organized, validly existing, and in good standing under the laws of the State of Delaware and is duly qualified and in good standing in all other states where the nature of its business or operations or the ownership of its property requires such qualification.

  • Organization and Standing; Articles and Bylaws The Company is a ---------------------------------------------- corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted.

  • Incorporation and Good Standing of the Company and its Subsidiaries The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

  • 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.

  • Incorporation and Organization The Corporation has been incorporated or formed, as the case may be, is organized and is a valid and subsisting corporation or partnership, as the case may be, under the laws of its jurisdiction of existence and has all requisite corporate power and capacity to carry on its business as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:

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