Organisation, authority and validity Sample Clauses

Organisation, authority and validity. (a) Each Seller that is an Entity represents and warrants that (i) it is an Entity duly organised and validly existing under the Laws of the jurisdiction in which it is incorporated or operates, (ii) it has not ceased making, or is not unable to make, payments when they fall due (en état de cessation des paiements) and is not subject to any bankruptcy, insolvency, amicable settlement, safeguard moratorium ("procédure de sauvegarde") or other reorganization proceedings or pre-insolvency proceedings ("mandat ad hoc" or "conciliation") and (iii) it has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.
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Organisation, authority and validity. (a) The Purchaser is a corporation duly organised and validly existing under the Laws of France. The Purchaser (i) has corporate power and authority to enter into this Agreement and carry out its obligations hereunder, in accordance with the terms of this Agreement and (ii) has not ceased making, or is not unable to make, payments when they fall due (en état de cessation des paiements) and is not subject to any bankruptcy, insolvency, amicable settlement, safeguard moratorium ("procédure de sauvegarde") or other reorganization proceedings or pre-insolvency proceedings ("mandat ad hoc" or "conciliation").
Sample 1
Organisation, authority and validity. (A) They are Fonds Commun de Placement and, for Blue Insider, a limited liability company (société anonyme) duly organised and validly existing and in good standing under the laws of France.
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Organisation, authority and validity. (A) Captiva Software Corporation is a joint stock company duly organised and validly existing and in good standing under the laws of the State of Delaware, U.S.A.
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Related to Organisation, authority and validity

  • Organization; Authority Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

  • Organization; Authorization Grantee is a nonprofit corporation, duly organized and validly existing and in good standing under the laws of the jurisdiction in which it was formed. Grantee has established and maintains valid nonprofit status under Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended, and all rules and regulations promulgated under such Section. Grantee has duly authorized by all necessary action the execution, delivery and performance of this Agreement. Grantee has duly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of Grantee, enforceable against Grantee in accordance with the terms hereof.

  • Limitation on Authority A. The authority granted to Performing Agency by the System Agency is limited to the terms of the Contract.

  • Organization, Authority and Qualification of the Company The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.02 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. All corporate actions taken by the Company in connection with this Agreement and the other Transaction Documents will be duly authorized on or prior to the Closing.

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