Organization and Valid Title Sample Clauses

Organization and Valid Title. Each of Ultimate Parent and Target Parent is validly existing and in good standing under the laws of the jurisdiction of its organization. Target Parent is the sole, true, lawful and direct beneficial owner and holder of 2 record as of the date of this Agreement of the Covered Shares with no restrictions on the Target Parent's voting rights or rights of disposition pertaining thereto except for (i) a pledge (the "Pledge") of the Covered Shares to PNC Bank, National Association ("PNC Bank"), as agent, pursuant to the Credit Agreement dated as of May 27, 1994, as amended, between Ultimate Parent and its subsidiaries and PNC Bank, as agent for the banks named in such Credit Agreement (the "Credit Agreement"), (ii) the agreement made pursuant to Articles III and IV hereof and (iii) restrictions arising under the U.S. federal securities laws and state "blue sky" laws. Except for the Pledge, Target Parent has good and valid title to the Covered Shares, free and clear of any and all claims, liens, charges, encumbrances and security interests. Upon tender of the Covered Shares pursuant to Article III or sale of the Covered Shares pursuant to Article IV, Target Parent shall convey to Sub or Parent, as the case may be, good and valid title to the Covered Shares, free and clear of any and all claims, liens, charges, encumbrances and security interests. None of the Covered Shares are subject to any voting trust or other agreement or arrangement with respect to the voting of such Covered Shares, other than the Pledge and the agreement made pursuant to Articles III and IV hereof. When used herein with respect to any Covered Share, the "beneficial ownership" thereof means the power to vote or dispose of, or direct the voting or disposition of, such Covered Share.
Sample 1
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Related to Organization and Valid Title

  • 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 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 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 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 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 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.

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

  • Authorization and Validity This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

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