Organization and Corporate Capacity Sample Clauses
The Organization and Corporate Capacity clause serves to confirm that a party entering into an agreement is duly organized, validly existing, and has the legal authority to enter into and perform its obligations under the contract. Typically, this clause requires the party to affirm that it is properly incorporated or formed under the laws of its jurisdiction and that all necessary corporate actions, such as board approvals, have been taken. By including this clause, the agreement ensures that each party has the legal standing and internal authorization to be bound by the contract, thereby reducing the risk of future disputes over a party’s capacity to contract.
Organization and Corporate Capacity. (i) The Purchaser:
(A) has been duly continued and validly exists;
(B) is in good standing under the Laws governing its formation; and
(C) has the requisite corporate and legal power and capacity to:
(I) own its assets as now owned; and
(II) carry on its business as it is now being carried on.
Organization and Corporate Capacity. The Purchaser is a corporation duly incorporated, validly existing and is in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate and legal power and capacity to own, lease and operate its assets and properties as now owned and to carry on its business as it is now being carried on. The Purchaser is duly qualified, licensed or registered to carry on business and is in good standing in each jurisdiction in which the nature or character of its properties and assets, owned, leased or operated by it, or the nature of its business or activities, makes such qualification, licensing or registration necessary. The Purchaser has provided the Company with complete and correct copies of the constating documents of the Purchaser, as may have been amended prior to the date of this Agreement.
Organization and Corporate Capacity. Purchaser is duly incorporated and is validly existing and in good standing under the laws of England and Wales and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets. Parent is duly incorporated and is validly existing and in good standing under the laws of Jersey, Channel Islands and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets.
Organization and Corporate Capacity. Digital River has been duly organized and is validly existing and in good standing under the Applicable Laws governing its formation. Digital River owns all of the issued and outstanding shares of the Purchaser. The Purchaser has been duly incorporated and validly exists under the BCBCA and has been formed solely for the purpose of engaging in the transactions contemplated hereby and has not owned any assets, engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.
Organization and Corporate Capacity. The Purchaser has been duly incorporated and validly exists and is in good standing under the BCBCA and has the requisite corporate and legal power and capacity to own its property and assets as now owned and to carry on its business as it is now being carried on. The Purchaser is duly qualified to carry on business and is in good standing in each jurisdiction in which the nature or character of its properties and assets, owned, leased or operated by it, or the nature of its business or activities, makes such qualification necessary.
Organization and Corporate Capacity. Crystal is duly incorporated and is validly existing and in good standing under the BCBCA and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets. Crystal has no Subsidiaries.
Organization and Corporate Capacity. Each of Parent and CanCo 1 is a corporation and has been duly organized and is validly existing and in good standing under the Laws of its respective jurisdiction of incorporation. Each of Parent and CanCo 1 has the power and authority to own its property and to conduct its business as described in the Parent Public Disclosure Record, as applicable, and is duly qualified to transact business and is in good standing (to the extent such concept is recognized) in each jurisdiction in which the conduct of its business as currently conducted or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Parent Material Adverse Effect. Parent has made available to the Company true, complete and correct copies of the constating documents of CanCo 1 and Parent, in each case as amended.
Organization and Corporate Capacity. The Company and each of its Subsidiaries is a corporation duly incorporated, validly existing and is in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite corporate and legal power and capacity to own, lease and operate its assets and properties as now owned and to carry on its business as it is now being carried on. The Company and each of its Subsidiaries is duly qualified, licensed or registered to carry on business and is in good standing in each jurisdiction in which the nature or character of its properties and assets, owned, leased or operated by it, or the nature of its business or activities, makes such qualification, licensing or registration necessary. The Company has provided the Purchaser with complete and correct copies of the constating documents of the Company and each of its Subsidiaries, as may have been amended prior to the date of this Agreement.
Organization and Corporate Capacity. The Parent has been duly organized and is validly existing and in good standing under the Laws of the State of Nevada. The Parent has the power and authority to own its property and to conduct its business as described in the Parent Public Disclosure Record and is duly qualified to transact business and is in good standing (to the extent such concept is recognized) in each jurisdiction in which the conduct of its business as currently conducted or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect on the Parent. Each of Callco and the Purchaser has been duly organized and is validly existing and in good standing under the Laws of Canada. The Parent owns, directly or indirectly, all of the issued and outstanding shares of each of Callco and the Purchaser.
Organization and Corporate Capacity. The Company was duly incorporated and is validly existing and in good standing under the Canada Business Corporations Act and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets.