Organization and Structuring of Project Entity Sample Clauses

Organization and Structuring of Project Entity. On or prior to the fifth (5th) Business Day before the expiration of the Option Exercise Period, Rentech shall cause the Project Entity and each of its Subsidiaries to be formed as a corporation, limited liability company or other business organization under the laws of the State of Delaware; provided that the form of the Project Entity and its Subsidiaries shall be subject to Rentech’s consultation with Peabody. On or before the Option Closing Date, Rentech shall cause REMC to take such actions as are necessary to transfer (either directly or indirectly by operation of law or through a transfer of all of the capital stock of REMC) all of REMC’s right, title and interest in and to the Facility, and any and all other Development Assets, to the Project Entity, which formation and transfer may be effected through a conversion of REMC into the Project Entity as provided under the laws of the State of Delaware; provided, however, that in lieu of such formation and transfer, Rentech, in its sole discretion, may elect for REMC to be the Project Entity. Rentech will consult with Peabody in the evaluation of structuring such formation (or conversion) for the purpose of optimizing the economics of Rentech’s and Peabody’s ownership of the Project Entity and the accounting for the existence of liabilities or potential liabilities associated with the Facility (it being understood that the present goal is for the Project Entity to be an entity treated as a partnership for tax purposes); provided, however, the Parties acknowledge and agree that the ultimate structure shall be determined by Rentech in its sole discretion. In the event that the Option is exercised pursuant to the terms of this Agreement, Rentech shall, and shall cause its applicable Affiliates, to enter in a Rentech Contribution Agreement.
Sample 1
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Related to Organization and Structuring of Project Entity

  • 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 Standing of the Purchasers If the Purchaser is an entity, such Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.

  • Organization and Standing of the Company The Company is a duly organized and validly existing corporation in good standing under the laws of the State of Nevada and has all requisite corporate power and authority for the ownership and operation of its properties and for the carrying on of its business as now conducted and as now proposed to be conducted and to execute and deliver this Agreement and other instruments, agreements and documents contemplated herein (together with this Agreement, the “Transaction Documents”), to issue, sell and deliver the Shares and to perform its other obligations pursuant hereto. The Company is duly licensed or qualified and in good standing as a foreign corporation authorized to do business in all jurisdictions wherein the character of the property owned or leased or the nature of the activities conducted by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on the business, operations or financial condition of the Company.

  • 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.

  • Organizational Matters The Partners agree as follows:

  • Organizational Existence Except as otherwise permitted by Section 3.6, each Credit Party will and will cause its Subsidiaries to at all times preserve and keep in full force and effect its organizational existence and all rights and franchises material to its business.

  • Organizational Structure The ISO will be governed by a ten (10) person unaffiliated Board of Directors, as per Article 5 herein. The day-to-day operation of the ISO will be managed by a President, who will serve as an ex-officio member of the ISO Board, in accordance with Article 5 herein. There shall be a Management Committee as per Article 7 herein, which shall report to the ISO Board, and shall be comprised of all Parties to the Agreement. There shall be at least two additional standing committees, the Operating Committee, as provided for in Article 8, and the Business Issues Committee, as provided for in Article 9, both of which shall report to the Management Committee. A Dispute Resolution Process will be established and administered by the ISO Board in accordance with Article 10.

  • 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.

  • Organization and Power The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.

  • Organization and Standing of the Investor The Investor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.

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