Incorporation, capacity Sample Clauses

Incorporation, capacity the Issuer is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and: (a) the establishment of the Programme, the execution, delivery and performance by the Issuer of the Agreements and the Notes; (b) the entering into and performance by the Issuer of any agreement for the sale of Notes reached pursuant to Clause 2.1; and (c) the issue and sale of the Notes by the Issuer under the Agreements, will not infringe any of the provisions of the Issuer's constituting documents and will not contravene any then existing law, regulation, order or judgement to which the Issuer or any of its assets is subject nor result in the breach of any term of, or cause a default under, any instrument to which the Issuer is a party or by which it or any of its assets may be bound;
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Incorporation, capacity. SHS is a subsisting corporation under the laws of the Province of Ontario. SHS has the requisite corporate power and capacity to execute and deliver this Agreement and to perform its obligations hereunder.
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Incorporation, capacity. Sumac is a subsisting company under the laws of the Province of Nova Scotia. Sumac has the requisite corporate power and capacity to execute and deliver this Agreement and to perform its obligations hereunder.
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Incorporation, capacity each of the Subsidiary Issuers and Xxxxxxx is duly incorporated or organized and validly existing under the laws of its jurisdiction of incorporation or organization and: (a) the establishment of the Programme, the execution, delivery and performance by each of the Subsidiary Issuers and Xxxxxxx of the Agreements and the Notes; (b) the entering into and performance by any Subsidiary Issuer and Xxxxxxx of any agreement for the issue and subscription of Notes reached pursuant to Clause 2.1; and (c) the issue and subscription of the Notes by any Subsidiary Issuer or Xxxxxxx under the Agreements, will not infringe any of the provisions of such Subsidiary Issuer’s or Xxxxxxx’x certificate of incorporation or organization, as amended, and amended and restated by-laws or analogous governance documents, and will not contravene any law, regulation, order or judgement to which such Subsidiary Issuer or Xxxxxxx or any of its assets is subject nor result in the breach of any term of, or cause a default under, any instrument to which such Subsidiary Issuer or Xxxxxxx is a party or by which it or any of its assets may be bound, in each case, in any material respect, in the context of the Programme and of the Notes issued thereunder;
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Incorporation, capacity each Issuer and the Guarantor is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and: (a) the establishment of the Programme, the execution, delivery and performance by each Issuer of the Agreements and the Notes; (b) the execution, delivery and performance by the Guarantor of this Agreement, the Agency Agreement and the Guarantee; (c) the entering into and performance by the relevant Issuer of any agreement for the issue and subscription of Notes reached pursuant to Clause 2.1; and (d) the issue and sale of the Notes by the relevant Issuer under the Agreements, will not infringe any of the provisions of the relevant Issuer’s or the Guarantor’s constituting documents and will not contravene any law, regulation, order or judgment to which the relevant Issuer or the Guarantor or any of its assets is subject nor result in the breach of any term of, or cause a default under, any instrument to which the relevant Issuer or the Guarantor is a party or by which it or any of its assets may be bound except for such breaches or defaults as could not reasonably be expected to be material in the context of this Agreement and the transactions contemplated hereby;
Sample 1
Incorporation, capacity. Is a legal entity duly incorporated and validly existing under the Applicable Laws of the jurisdiction of its incorporation; has been carrying out activities within its ordinary course of business; has all the powers and authorizations to further its corporate purpose as it is currently does, to own or use its assets, and fulfill its obligations hereunder and the other Financing Documents. In particular, it has the powers and authorizations to borrow money, grant guarantees to secure own or third parties’ obligations, carry out any acts and execute any documents necessary for these purposes. Each of the Joint Obligors delivered copies of its Documents of Incorporation to the Management Agent. No Joint Obligor has breached or violated any of its Documents of Incorporation as a result of its execution of the Financing Documents. Each Joint Obligor has obtained each and every one of the corporate authorizations required under its Documents of Incorporation and the Applicable Laws for the execution and fulfillment of the Financing Documents that it is a party to. The Persons executing the Financing Documents, on behalf of each of the Joint Obligors, are Authorized Officials thereof.
Sample 1
Incorporation, capacity. Is a legal entity duly incorporated and validly existing under the Applicable Laws of the jurisdiction of its incorporation; has been carrying out activities within its ordinary course of business; has all the powers and authorizations to further its corporate purpose as it is currently does, to own or use its assets, and fulfill its obligations hereunder and the other Financing Documents. In particular, it has the powers and authorizations to borrow money, grant guarantees to secure its own or third parties’ obligations, carry out any acts, and execute any documents necessary for these purposes. Each of the Guarantors delivered copies of its Documents of Incorporation to the Management Agent. No Guarantor has breached or violated any of its Documents of Incorporation as a result of its execution of the Financing Documents. Each Guarantor has obtained each and every one of the corporate authorizations required under its Documents of Incorporation and the Applicable Laws for the execution and fulfillment of the Financing Documents that it is a party to. The Persons executing the Financing Documents, on behalf of each of the Guarantors, are Authorized Officials thereof.
Sample 1
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Incorporation, capacity the Issuer is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and: (a) the establishment of the Programme, the execution, delivery and performance by the Issuer of the Agreements and the Notes; (b) the entering into and performance by the Issuer of any agreement for the sale of Notes reached pursuant to Clause 2.1; and (c) the issue and sale of the Notes by the Issuer under the Agreements, will not infringe any of the provisions of the Issuer’s amended and restated certificate on incorporation and by-laws and will not contravene any law, regulation, order or judgment to which the Issuer or any of its assets is subject nor result in the breach of any term of, or cause a default under, any instrument to which the Issuer is a party or by which it or any of its assets may be bound except for such breaches or defaults as could not reasonably be expected to be material in the context of this Agreement and the transactions contemplated hereby;
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Related to Incorporation, capacity

  • Incorporation; Good Standing 43 7.1.2. Authorization. ...........................................................43 7.1.3. Enforceability. ..........................................................43 7.2.

  • Due Incorporation and Organization The Adviser is duly organized and is in good standing under the laws of the State of Connecticut and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder.

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Due Incorporation The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the respective jurisdictions of their incorporation and have the requisite corporate power to own their properties and to carry on their business as now being conducted. The Company and each of its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a material adverse effect on the business, operations or prospects or condition (financial or otherwise) of the Company.

  • 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.

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Purchaser, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law. (b) Subject to the provisions of Section 6.05 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law.

  • State of Incorporation; Name; No Changes Seller’s state of incorporation is the State of Nevada. Seller’s exact legal name is as set forth in the first paragraph of this Agreement. Seller has not changed its name whether by amendment of its Articles of Incorporation, by reorganization or otherwise, and has not changed its state of incorporation within the four months preceding the Closing Date.

  • Due Incorporation, Qualification, etc The Company (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is qualified to do business and is in good standing as a foreign corporation in the State of California.

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation. (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

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