Organization and Good Standing; Compliance Sample Clauses

Organization and Good Standing; Compliance. Eagle and JEH Eagle are duly organized, validly existing and in good standing under the laws of their respective states of incorpora- tion, with full power and authority to own or lease and operate each of their properties and assets, material to the operation of each of their businesses, and to carry on each of their businesses as presently being conducted, and have obtained all licenses, permits or other authorizations and have taken all actions required by applicable law or governmental regulations, material to the operation of each of their businesses, to conduct each of their businesses. Seller has received no notice of, and does not know of, any violation of any applicable regulation, ordinance or other law, order, or governmental requirement, material to the operation of each of their businesses. True copies of the Articles of Incorporation and By-Laws certified by the Secretaries of Eagle and JEH Eagle, and true copies of all corporate minutes of Eagle and JEH Eagle have been made available to or delivered to Buyer, including all amendments thereto.
Sample 1
AutoNDA by SimpleDocs
Organization and Good Standing; Compliance. The Company is duly ------------------------------------------ organised, validly existing and in good standing under the laws of the State of Delaware with full power and authority to own or lease and operate its properties and assets and to carry on any business. The Company has all requisite corporate power to enter into this Agreement and to sell the Shares and to carry out and perform its obligations under the terms of this Agreement. Without limiting the generality of the preceding sentence, the Company has received any and all consents and approvals required under applicable law to be obtained with respect to the execution of this Agreement and the sale and issuance of the Shares to the Purchaser pursuant hereto.
Sample 1
Organization and Good Standing; Compliance. JII is duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to own or lease and operate its properties and assets and to carry on any business. JII is presently engaged in commercial operations with assets and liabilities as reflected in its most recent draft annual reports on Form 10-K not yet filed with the U.S. Securities & Exchange Commission for the fiscal years ended April 30, 1996 and 1997. Seller acknowledges prior receipt of a true copy of such draft annual reports. The Company has all requisite corporate power to enter into this Agreement and to sell the Shares and to carry out and perform its obligations under the terms of this
Sample 1
Organization and Good Standing; Compliance. RADA is duly organized, validly existing and in good standing under the laws of Israel with full power and authority to own or lease and operate its properties and assets and to carry on any business as it is now being conducted, and is qualified to do business in every jurisdiction where the failure to so qualify would have a material adverse effect on the business of RADA or its properties. The Seller has full right, power and authority to enter into this Agreement and to perform their respective obligations as provided herein. The execution, delivery and performance of this Agreement does not violate or conflict with any applicable law.
Sample 1

Related to Organization and Good Standing; Compliance

  • Organization and Good Standing Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

  • 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.

  • Organization and Good Standing; Qualification The Seller has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with the power and authority to own or lease its properties and to conduct its activities as such properties are currently owned or leased and such activities are currently conducted.

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

  • Organization, Existence and Good Standing The Company is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has all necessary corporate power to own its properties and assets and to carry on its business as presently conducted.

  • Organization and Good Standing of the Company The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Maryland, has the corporate power and authority to own or lease, as the case may be, its property and to conduct its business as described in each of the Registration Statement, the Time of Sale Information and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business 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 have a material adverse effect on the condition, financial or otherwise, or in the earnings, business, properties, operations, or prospects of the Company, the Operating Partnership and the Subsidiaries taken as a whole (a “Material Adverse Effect”).

  • Due Organization and Good Standing Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser is qualified to transact business in each jurisdiction in which such qualification is deemed necessary.

  • 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.

  • Organization; Good Standing; Qualification and Power The Company: (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey; (b) has all requisite corporate power and authority to own, lease and operate its properties and Assets and to carry on its business in the Ordinary Course; and (c) is duly qualified and in good standing to do business in all jurisdictions in which the failure to be so qualified and in good standing could be reasonably expected to have a material adverse effect on such Person's business, Assets, operations, results of operations, liabilities, properties, condition (financial or otherwise), affairs or an effect which could materially impair the ability of a Person to perform any obligation under this Agreement or materially impair the consummation of the transaction contemplated hereby ("Material Adverse Effect"). The Company has all requisite corporate power and authority to enter into this Agreement and the Plan of Merger and each of the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company has delivered to Parent true and complete copies of the Charter and by-laws of the Company as amended to the date hereof, and its minute books. As used in this Agreement, "Certificate" shall mean, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and any amendments thereto, as the same may have been restated, and any amendments thereto (including any articles or certificates of merger or consolidation or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!