Organisation and good standing. Each party represents to the other party that it is duly formed, organised and validly existing and in good standing under the laws of its jurisdiction of incorporation.
Organisation and good standing. The Assignor is duly organised, validly existing and in good standing under the laws of England and Wales and is duly qualified to do business and, except as would not singly or in the aggregate have a Material Adverse Effect, is in good standing in each jurisdiction in which the ownership, use or leasing of its assets or the conduct or nature of its business makes such qualification necessary. "Material Adverse Effect" means any event, change, changes, effect or effects that individually or in the aggregate are materially adverse to (x) the ownership, use, operation or value of the Transferred Assets or (y) the condition (financial or other) or results of operations of, or prospects for, the Business.
Organisation and good standing. The Assignee is a limited liability company duly organised, validly existing and in good standing under the laws of England and Wales. The Assignee has the requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.
Organisation and good standing. (a) Each of the Company and the Subsidiaries are companies duly incorporated and validly existing and in good standing under the Laws of its jurisdiction of incorporation or organisation, with full power and authority to conduct its business as it is being conducted. The Company and the Subsidiaries are not subject to or involved in insolvency, bankruptcy, liquidation or reorganisation procedures of any kind, have not ceased making payments and they are not insolvent or under liquidation.
(b) With respect to the shares of capital stock (or other equity interest) of the Company, there are no outstanding: (A) options, warrants or other rights to purchase from the Company any capital stock of the same; (B) securities convertible into or exchangeable for shares of capital stock of the Company; or (C) other commitments of any kind of the Company for the issuance of additional shares of capital stock or options, warrants or other securities of the same.
Organisation and good standing. (a) Part 4.1 of the Disclosure Letter contains a complete and accurate list for each Acquired Company of its name, its jurisdiction of incorporation, other jurisdictions in which it is authorised to do business, and its capitalisation (including the identity of each stockholder and the number of shares held by each). Each Acquired Company is a corporation duly organised and validly existing under the laws of its jurisdiction of incorporation, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under Applicable Contracts. Each Acquired Company is duly qualified to do business as a foreign corporation under the laws of each state or other 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.
(b) Principal Vendors have delivered to Purchaser copies of the Organisational Documents of each Acquired Company, as currently in effect.
Organisation and good standing. Each of the Company and its Subsidiaries is an entity duly organised, validly existing and in good standing (where such concept is recognised under applicable Laws) under the Laws of its respective jurisdiction of organisation, except where the failure to be so organised, existing or in good standing when taken together with all other such failures, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.
Organisation and good standing. Each of the Offeror and Meridiam Fund IV is an entity duly organised, validly existing and in good standing (where such concept is recognised under applicable Laws) under the Laws of its respective jurisdiction of organisation.
Organisation and good standing. The Purchaser is a corporation duly incorporated organised, validly existing and in good standing under the laws of the Commonwealth of Massachusetts.
Organisation and good standing. (a) All documents required to be filed by the Company with the Registrar of Companies have been filed within relevant timescales and were, when filed, true and accurate. The Company is a private limited company duly incorporated, validly existing and in good standing, with full power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under the Company Contracts. The Company is not required to qualify to do business as a foreign entity in any jurisdiction in connection with the business of the Company as currently conducted. The Company does not currently own, or have an interest in, any subsidiaries, and to the extent any previously owned subsidiary has been dissolved the Company has no existing liability or other obligation with respect to such dissolved subsidiary.
(b) The Company is not insolvent or unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx 0000 (the references in that Section to proving to the satisfaction of the court being disregarded).
(c) No order has been made, petition presented or resolution passed for the winding-up of the Company, no distress, execution or other process has been levied and remains undischarged in respect of the Company; and there is no outstanding judgment or court order against the Company in connection with the same nor has any application been made for the making of an administration order or notice of intention to appoint an administrator been filed at court, or served on a creditor with the benefit of a floating charge.
(d) No steps have been taken for the appointment of an administrator or administrative receiver or receiver or liquidator or provisional liquidator over the whole or any part of the Company’s assets or undertaking.
(e) No meeting of the Company’s creditors, or any class of them, has been held or summoned and no proposal has been made for a moratorium, composition or arrangement in relation to any of its debts, or for a voluntary arrangement in relation to any of its debts, or for a voluntary arrangement under part 1 of the Insolvency Xxx 0000.
(f) No floating charge created by the Company has crystallised, and there are no circumstances likely to cause such a floating charge to crystallise.
(g) No event analogous to those described in Sections 3.6(a) to (f) has occurred outside England and Wales.
Organisation and good standing. Terna is a joint-stock company, established and duly registered and validly existing under the laws of Italy.
