Organization and No Conflict Sample Clauses

Organization and No Conflict. If such Unitholder is a partnership, corporation, limited liability company or other entity, such Unitholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Such Unitholder’s execution, delivery and performance of this Agreement and the other documents referred to hereto to which it is a party, its consummation of the transactions contemplated hereby and thereby and its compliance with the provisions hereof and thereof will not (i) violate any provision of any law applicable to such Unitholder or any of its properties or assets or (ii) conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default under such Unitholder’s governance documents.
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Organization and No Conflict. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified or registered to do business in each jurisdiction in which the nature of its business or operations would require such qualification or registration, except in such jurisdiction where the failure to be duly qualified, licensed or registered and in good standing would not reasonably be expected to have a material adverse effect. The execution, delivery or performance of this Agreement will not (i) conflict with the governing documents of Parent (ii) conflict with, result in a breach or termination of, constitute a default under, or require any notice under any lease, agreement, commitment or other instrument to which Parent is a party (in each case, in any material respect), or (iii) conflict with or result in a violation or breach of any term or provision of any law applicable to Parent, require any compliance, exemption, authorization or other action by, nor notice to, or filing with any governmental entity or any other Person, nor require a lapse of a waiting period under any applicable law.
Sample 1
Organization and No Conflict. If a Subscriber is an entity, such Subscriber is duly organized, validly existing and in good standing under the laws of the its state of formation and is qualified or registered to do business in each jurisdiction in which the nature of its business or operations would require such qualification or registration, except in such jurisdiction where the failure to be duly qualified, licensed or registered and in good standing would not reasonably be expected to have a material adverse effect. The execution, delivery or performance of this Agreement will not (i) conflict with the governing documents of the Subscriber, (ii) conflict with, result in a breach or termination of, constitute a default under, or require any notice under any lease, agreement, commitment or other instrument to which the Subscribers are party (in each case, in any material respect), or (iii) conflict with or result in a violation or breach of any term or provision of any law applicable to the Subscriber, require any compliance, exemption, authorization or other action by, nor notice to, or filing with any governmental entity or any other Person, nor require a lapse of a waiting period under any applicable law.
Sample 1

Related to Organization and No Conflict

  • Organization and Standing The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

  • Organization and Licensing The Insurer is a duly incorporated and existing New York stock insurance company licensed to do business in the State of New York and is in good standing under the laws of such state.

  • Organization and Governmental Authorization; No Contravention The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with or cause a breach or a default under (a) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, or (b) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), reasonably be expected to have a Material Adverse Effect.

  • Organization and Existence Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

  • Due Authorization and No Conflict The execution, delivery and performance by the Borrower of this Agreement, the Purchase Agreement and all other Facility Documents to which it is a party, and the transactions contemplated hereby and thereby, are within the Borrower’s powers, have been duly authorized by all necessary limited liability company action and do not contravene or constitute a default under, any provision of applicable law or of the Borrower’s certificate of formation or of the limited liability company agreement or of any agreement, judgment, injunction, decree or other instrument binding upon the Borrower or result in the creation or imposition of any Adverse Claim on any asset of the Borrower. This Agreement, the Purchase Agreement and the other Facility Documents to which the Borrower is a party have been duly executed and delivered on behalf of the Borrower.

  • Organization and Status Purchaser (a) is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation as set forth in the preamble to this Agreement, (b) is duly qualified, authorized to do business and in good standing in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, and (c) has all requisite power and authority to own or hold under lease the property it purports to own or hold under lease and to carry on its business as now being conducted. Purchaser has made available to Seller complete and correct copies of the Organization Documents for Purchaser.

  • 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 and Powers Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

  • Authorization and No Contravention The execution, delivery and performance by the Servicer of the Transaction Documents to which it is a party have been duly authorized by all necessary action on the part of the Servicer and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational documents or (iii) any material indenture or material agreement to which the Servicer is a party or by which its properties are bound, in each case, other than violations of such laws, rules, regulations, organizational documents, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Servicer’s ability to perform its obligations under, the Transaction Documents.

  • Organization; Existence Each of the Credit Parties is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign entity and is in good standing under the laws of each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Credit Parties has the corporate power and authority to own or hold under lease the material properties it purports to own or hold under lease, to transact the material business it transacts and proposes to transact, to execute and deliver this Credit Agreement, the other Credit Documents and the Fee Letter and to perform the provisions hereof and thereof.

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