Incorporation: Qualification and Corporate Authority Sample Clauses

Incorporation: Qualification and Corporate Authority. Xxxxx Blue Chip has been duly incorporated and is validly existing and in active status under the laws of the State of Wisconsin with all requisite corporate power and authority to conduct its business as presently conducted.
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Incorporation: Qualification and Corporate Authority. AIM Equity has been duly incorporated and is validly existing and in good standing under the laws of Maryland, with all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder.
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Incorporation: Qualification and Corporate Authority. Bairx Xxxital Development has been duly incorporated and is validly existing and in active status under the laws of the State of Wisconsin with all requisite corporate power and authority to conduct its business as presently conducted.
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Incorporation: Qualification and Corporate Authority. 14 3.2 Authorization; Execution and Validity........................................................14 3.3 Capitalization...............................................................................14 3.4 Financial Statements, Absence of Certain Changes.............................................15 3.5 No Conflict; Consents........................................................................16 3.6
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Incorporation: Qualification and Corporate Authority. Each Seller and each Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to conduct the Business in all material respects as presently conducted. Each Seller has all requisite corporate power to execute, deliver and perform its obligations under (i) this Agreement and (ii) the Xxxx of Sale and Assumption Agreement and the other documents described in Section 7.8 (collectively, the "Seller Ancillary Agreements"), and to consummate the transactions contemplated hereby and thereby. Each Seller and each Subsidiary is duly qualified to do business and is in good standing in each jurisdiction where the ownership or operation of its assets and properties or the conduct of the Business requires such qualification, except where the failure to be so qualified or in good standing, as the case may be, would not have a material adverse effect on the Assets, the Business, the consummation of the transactions contemplated by this Agreement or the ability of Sellers to fulfill their obligations hereunder (a "Material Adverse Effect"); provided, however, that the definition of Material Adverse Effect shall not include any change or effect due to (i) general economic or industry-wide conditions and (ii) any continuation of an adverse trend disclosed to Buyer in writing on or prior to the date hereof.
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Incorporation: Qualification and Corporate Authority. TBFI has been duly incorporated and is validly existing and in active status under the laws of the State of Wisconsin with all requisite corporate power and authority to conduct its business as presently conducted.
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Incorporation: Qualification and Corporate Authority. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware with corporate power and authority to conduct its business in all material respects as presently conducted. The Company is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction set forth on SCHEDULE 5.1A, which (together with the locations set forth on SCHEDULE 5.1B) constitute all of the jurisdictions where the Company owns or leases property, and there exists no other jurisdictions in which a failure to qualify to do business would have a Material Adverse Effect. SCHEDULE 5.1B hereto contains the address (including city, county, state, or other jurisdiction and zip code) of each location where any of the Company's assets are located and each trade name under which the Company operates at each such address and any additional business and trade names under which the Company has operated at each such address.
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Incorporation: Qualification and Corporate Authority. Each of PGI and PGW has been duly incorporated and is validly existing and in good standing under the laws of the State of California, and each has all requisite corporate power and authority to conduct its business and to own, lease or operate the properties and assets that it purports to own, lease or operate. Each of PGI and PGW is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction set forth on Schedule 6.1, which Schedule includes each jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except where the failure to be so qualified or in good standing would not in the aggregate be reasonably likely to have a Material Adverse Effect. Neither PGI nor PGW has received any notice or assertion from the Secretary of State or comparable official of any jurisdiction to the effect that it is required to be qualified or otherwise authorized to do business therein, in which it has not qualified or obtained such authorization. PGI has no Subsidiaries other than PGW, Avalon and the Subsidiaries of Avalon; PROVIDED, HOWEVER, that at Closing, PGW will be PGI's only Subsidiary and PGW has (and will have) no Subsidiaries.
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Related to Incorporation: Qualification and Corporate Authority

  • Organization, Qualification and Corporate Power The Company is a corporation duly organized, validly existing and in corporate and tax good standing under the laws of the State of Delaware. The Company is duly qualified to conduct business and is in corporate and tax good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect (as defined below). The Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has furnished or made available to the Parent complete and accurate copies of its certificate of incorporation and bylaws. The Company is not in default under or in violation of any provision of its certificate of incorporation, as amended to date, or its bylaws, as amended to date. For purposes of this Agreement, “Company Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise), results of operations or future prospects of the Company taken as a whole.

  • Organization and Corporate Authority The Seller is duly incorporated, validly existing and in good standing under the laws of the Republic of the Xxxxxxxx Islands, and has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller, has been effectively authorized by all necessary action, corporate or otherwise, and constitutes legal, valid and binding obligations of the Seller. No meeting has been convened or resolution proposed or petition presented and no order has been made to wind up the Seller.

  • Organization, Qualifications and Corporate Power Seller is a corporation duly incorporated and organized, validly existing, and in good standing under the laws of the State of Georgia. Seller has the corporate power and authority to execute, deliver, and perform this Agreement, the Xxxx of Sale and Assignment Agreement, the Deeds, and all other agreements, documents, certificates, and other papers contemplated to be delivered by Seller pursuant to this Agreement.

  • Organization, Qualification and Authority The LLC is a limited liability company duly organized, validly existing and in good standing in the State of Nevada, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Since the date of its formation, LLC has consistently observed and operated within the corporate formalities of the jurisdictions in which it is formed and/or conducts its business, and has consistently observed and complied with the applicable law of such jurisdictions. LLC does not own stock or equity interests in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization prior to the Effective Time of Contribution. LLC will conduct no operations, will enter into no agreements, and will own no assets prior to the Closing. LLC has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement, to consummate the transactions contemplated on the part of LLC hereby, and to take all actions necessary to permit or approve the actions LLC takes in connection with this Agreement. The execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by LLC has been duly authorized by all necessary corporate action on the part of LLC. No other action on the part of LLC or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith. This Agreement and all other agreements and documents executed in connection herewith by LLC, upon due execution and delivery thereof, will constitute the valid and binding obligations of LLC, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

  • Incorporation and Corporate Power The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

  • Organization, Qualification and Power The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all requisite corporate power and authority, and all governmental licenses, governmental authorizations, governmental consents and governmental approvals, required to carry on its business as now conducted and to own, lease and operate the assets and properties of the Company as now owned, leased and operated. The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction in which the character or location of its properties and assets owned, leased or operated by the Company or the nature of the business conducted by the Company requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing in such other jurisdiction could not, individually or in the aggregate, have a Material Adverse Effect (as defined herein) on the Company. The Company has heretofore delivered to the Investors complete and accurate copies of its Articles of Incorporation and Bylaws, as currently in effect. The Company has previously delivered to the Investors a complete and accurate list of all jurisdictions in which the Company is qualified or licensed to do business as of the date hereof.

  • Organization; Good Standing; Qualification and Power The Contributed Subsidiaries are all of the subsidiaries of the Contributed Companies or any of their direct or indirect subsidiaries. Each of the Contributed Companies, and the Contributed Subsidiaries and each of the Contributing Companies is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, has all requisite corporate power and authority to own, lease and operate any and all of the Group Assets held by such company and for the Conduct of the Group Business as now being conducted by such company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not have a Material Adverse Effect on the Group Business. SCO has delivered to Caldera or its counsel complete and correct copies of the charter documents of the Contributed Companies and the Contributed Subsidiaries. Except for the Contributed Subsidiaries, none of the Contributed Companies nor any of the Contributed Subsidiaries owns, directly or indirectly, any capital stock or other equity interest of any corporation or has any direct or indirect equity or ownership interest in any other business, whether organized as a corporation, partnership, joint venture or otherwise.

  • Organization and Corporate Power The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

  • Organization, Good Standing, Corporate Power and Qualification 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 carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

  • Due Organization, Good Standing and Corporate Power Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect on the Company. For the purposes of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies of the Certificate of Incorporation and Bylaws (or equivalent documents), as amended to date, for itself and each of its Subsidiaries and copies of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint ventures.

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