Incorporation, Good Standing and Ownership of AFSI Sample Clauses

Incorporation, Good Standing and Ownership of AFSI. AFSI has been duly -------------------------------------------------- incorporated, is validly existing and in good standing under the laws of the State of Delaware, is duly qualified to do business and in good standing as a foreign corporation in all fifty states (except as set forth in Section 3.1(e) -------------- of the Disclosure Schedule and except to the extent that the failure to be so qualified or in good standing would not have a material adverse effect on the assets, business, results of operations, profits, prospects or condition (financial or otherwise) of AFSI and Amana Finance, taken as a whole), and has the corporate power and authority necessary to own or hold its properties and to conduct the business in which it is engaged. The only business in which AFSI has ever engaged is the ownership of, and its only asset is, a 50% general partnership interest in Amana Finance. The outstanding capital stock of AFSI consists of 1,000 shares of common stock, $1.00 par value, all of which have been validly issued and fully paid and are nonassessable and all of which are beneficially owned by Seller, free and clear of any Encumbrances other than Permitted Encumbrances. There are no agreements, arrangements, options, warrants, calls, rights or commitments of any character relating to the issuance, sale, purchase or redemption of any shares of capital stock in AFSI. True and complete copies of the certificate of incorporation of AFSI and all amendments thereto and of the By- laws of AFSI as amended to date have been made available to Buyer.
Sample 1
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Related to Incorporation, Good Standing and Ownership of AFSI

  • Incorporation; Good Standing 28 7.1.2. Authorization...............................................29 7.1.3. Enforceability..............................................29 7.2.

  • 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.

  • 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.

  • Organization; Good Standing The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Formation and Good Standing Such Party is a limited partnership or limited liability company, legally formed, validly existing and, to the extent applicable, in good standing under the laws of the state of its formation. Such Party is duly qualified to do business and is in good standing as a foreign limited partnership or limited liability company, as applicable, in each jurisdiction where the character of the properties owned or leased by it or the nature of the businesses transacted by it requires it to be so qualified.

  • 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.

  • Due Organization; Good Standing The Company is duly created, validly existing and in good standing as a statutory trust under the laws of the State of Delaware.

  • 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.

  • Incorporation, Good Standing, and Due Qualification Each of the Borrower and its Subsidiaries is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its assets and to transact the business in which it is now engaged or proposed to be engaged, and is duly qualified as a foreign corporation and in good standing under the laws of each other jurisdiction in which such qualification is required.

  • Organization, Good Standing, Etc Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrowers, to make the borrowings hereunder, and to execute and deliver each Loan Document to which it is a party, and to consummate the transactions contemplated thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect.

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