Organization and Good Standing, etc Sample Clauses
The "Organization and Good Standing" clause requires a party to affirm that it is properly formed, validly existing, and in good standing under the laws of its jurisdiction. This typically means the party is a legally recognized entity, such as a corporation or LLC, and has complied with all necessary legal and regulatory requirements, such as filing annual reports or paying required fees. The core function of this clause is to assure the other party that they are entering into an agreement with a legitimate and authorized entity, thereby reducing the risk of unenforceable contracts or dealing with entities lacking legal capacity.
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Organization and Good Standing, etc. Servicer has been duly organized and is validly existing and in good standing under the laws of its state of organization, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business are presently conducted. Servicer is duly licensed or qualified to do business as a foreign entity in good standing in the jurisdiction where its principal place of business and chief executive office are located and in each other jurisdiction in which the failure to be so licensed or qualified would be reasonably likely to have a Material Adverse Effect.
Organization and Good Standing, etc. The Issuer has been duly organized and is validly existing and in good standing under the Laws of the State of Delaware, with power and authority to own its properties and to conduct its respective businesses as such properties are presently owned and such business is presently conducted. The Issuer is not organized under the Laws of any other jurisdiction or Governmental Authority. The Issuer is duly licensed or qualified to do business as a foreign entity in good standing in the jurisdiction where its principal place of business and chief executive office is located and in each other jurisdiction in which the failure to be so licensed or qualified would be reasonably likely to have a Material Adverse Effect.
Organization and Good Standing, etc. Each of Borrower and Master Servicer has been duly organized and is validly existing and in good standing under the laws of its state of organization, with power and authority to own their respective properties and to conduct their respective businesses as such properties are presently owned and such businesses are presently conducted. Each of Borrower and Master Servicer is duly licensed or qualified to do business as a foreign entity in good standing in the jurisdiction where its principal place of business and chief executive office are located and in each other jurisdiction in which the failure to be so licensed or qualified has had, or would be reasonably likely to have a Material Adverse Effect.
Organization and Good Standing, etc. Each of the Borrower, GWG DLP Funding II, LLC, Subsidiaries, and the Master Trusts has been duly organized and is validly existing and in good standing under the laws of the State of Delaware (and is not organized under the laws of any other jurisdiction or Governmental Authority), with power and authority to own their respective properties and to conduct their respective businesses as such properties are presently owned and such businesses are presently conducted. Each of the Borrower, GWG DLP Funding II, LLC, Subsidiaries, and the Master Trusts is duly licensed or qualified to do business as a foreign entity in good standing in the jurisdiction where its principal place of business and chief executive office are located and in each other jurisdiction in which the failure to be so licensed or qualified would be reasonably likely to have a Material Adverse Effect.
Organization and Good Standing, etc. Seller has been duly organized and is validly existing as a corporation in good standing under the laws of its state of incorporation, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted. It is duly licensed or qualified to do business as a foreign corporation in good standing in the jurisdiction where its principal place of business and chief executive office are located and in each other jurisdiction in which the failure to be so licensed or qualified would be reasonably likely to have a Material Adverse Effect.
Organization and Good Standing, etc. Borrower has been duly organized and is existing as a limited liability company 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 presently owned and such business is presently conducted. Borrower is duly licensed or qualified to do business as a foreign limited liability company and Borrower is in good standing in the jurisdiction where its principal place of business and chief executive office are located and in each other jurisdiction in which the failure to be so licensed or qualified could have a Material Adverse Effect.
Organization and Good Standing, etc. (a) Each of the Company and Sleepmaster (i) is a limited liability company duly formed, validly existing and in good standing under the laws of its jurisdiction of formation; (ii) has full power and authority to carry on its business as it is now being conducted and to own the properties and assets it now owns; and (iii) is duly qualified to transact business in all jurisdictions in which the ownership or leasing of assets, or conducting of its business, requires such qualification and in which the failure to so qualify would have a Material Adverse Effect on the Business.
(b) The Company has heretofore delivered to the Investor complete and correct copies of the Articles of Formation and Operating Agreement, as amended as currently in effect, of each of the Company and Sleepmaster.
(c) Prior to giving effect to the transactions referred to in Article II, Schedule 4.1(c) sets forth a true, correct and complete list of (i) all holders of any Membership Interests of the Company and the amount of such Membership Interests expressed as a percentage of the profits and losses of the Company to which such holder is entitled; and (ii) all holders of any Membership Interests of Sleepmaster and the amount of such Membership Interests expressed as a percentage of the profits and losses of Sleepmaster to which such holder is entitled. Other than as set forth in Section 2.3 and the Warrant, there are no subscriptions, commitments, options, warrants or other arrangements to issue Membership Interests of the Company or of Sleepmaster or any other securities convertible into, exchangeable for or
Organization and Good Standing, etc. Each of Borrower and Servicer has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization listed on Schedule VI to this Agreement and is a "registered organization" under the UCC in effect in such jurisdiction, with power and authority to own their respective properties and to conduct their respective businesses as such properties are presently owned and such businesses are presently conducted. Each of Borrower and Servicer is duly licensed or qualified to do business as a foreign entity in good standing in the jurisdiction where its principal place of business and chief executive office are located and in each other jurisdiction in which the failure to be so licensed or qualified has had, or would be reasonably likely to have a Material Adverse Effect.
Organization and Good Standing, etc. The Borrower has been duly organized and is existing as a limited partnership in good standing under the laws of the State of Texas, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted. The Borrower is duly licensed or qualified to do business as a foreign entity and is in good standing in the jurisdiction where its principal place of business and chief executive office are located and in each other jurisdiction in which the failure to be so licensed or qualified would be reasonably likely to have a Material Adverse Effect.
Organization and Good Standing, etc. The Servicer (i) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements) in each other jurisdiction in which the nature of its business, assets and properties, including the performance of its obligations under this Agreement, the other Facility Documents to which it is a party and its Constituent Documents, requires such qualification, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, enter into this Agreement and to carry out the transactions contemplated hereby.