Organization, Authority and Good Standing. The Company is a corporation, and Holding is a limited liability company, each duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization. Each Issuer has the organizational power and authority to execute and deliver this Agreement and to perform the provisions hereof.
Organization, Authority and Good Standing. Each of the Obligated Parties
(a) is a corporation, limited liability company, partnership, limited partnership, or other business entity duly and properly formed, incorporated, or organized and validly existing under Requirements of Law of the jurisdiction of its formation, incorporation, or organization as set forth in Schedule 7.3, and such jurisdiction is the only jurisdiction under which it is formed, incorporated, or organized,
(b) has all requisite power and authority to conduct its business in each jurisdiction in which it conducts business and to own its property, and
(c) to the extent applicable, is qualified and in good standing under the Requirements of Law of (i) its jurisdiction of formation, incorporation, or organization and (ii) each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business.
Organization, Authority 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 further that the Company is qualified as a foreign corporation in all jurisdictions in which such qualification is required; provided, however, that the Company need not be qualified in a jurisdiction in which its failure to qualify would not have a material adverse effect on the business, assets (including intangible assets), financial condition, results of operations or liabilities of the Company in excess of $100,000, whether individually or in the aggregate (hereinafter referred to as a “Material Adverse Effect”). The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Stockholders’ Agreement (as defined below), to issue the Series E Preferred Stock, Warrants and the Common Stock issuable upon conversion of the Series E Preferred Stock and exercise of the Warrants, and to perform the obligations hereunder on its part to be performed.
Organization, Authority and Good Standing. The Company is a duly organized and validly existing corporation in good standing under the laws of Missouri and has full power and authority to own the properties and assets and to carry on the business which it now owns and carries on. The Company is duly qualified and in good standing as a foreign corporation in each jurisdiction wherein the nature of the property owned or leased by it or the nature of the business transacted by it makes such qualification necessary.
Organization, Authority and Good Standing. (a) Borrower is a public benefit corporation of the State of New York organized and existing under Title 11 of Article 5 of the New York Public Authorities law, as amended, and is eligible to receive the Loan under Section 822(a) of the Act. Lender acknowledges that the powers and authority of the Borrower are governed by the laws of the State of New York.
(b) Borrower is duly authorized and created and is in good standing under the laws of the State of New York, has full legal right, power and authority to enter into this Agreement and each of the other Loan Documents to which it is a party, to issue the Series 2015X Bond and to carry out and consummate all transactions contemplated by the Loan Documents, and has duly authorized the execution, delivery and performance of each of the Loan Documents to which it is a party.
(c) Each of the Related Entities other than the Triborough Bridge and Tunnel Authority has full legal right, power and authority to enter into the Interagency Agreement and to carry out and consummate all transactions contemplated by the Interagency Agreement, and has duly authorized the execution, delivery and performance of the Interagency Agreement.
(d) The Approved Officers executing this Agreement and the Series 2015X Bond are duly authorized to execute the same on behalf of Borrower.
(e) Each Related Entity is duly authorized and created and is in good standing under the laws of the State of New York and has full power and authority to own, lease, hold, and operate its property, and to conduct the Business (as now operated and conducted or presently proposed to be operated and conducted) in conformity in all material respects with all applicable federal, state, and local laws, statutes, and regulations. No new or additional authorization from any governmental agency or body is required to permit the Related Entities to operate the Business as now conducted or presently proposed to be conducted.
(f) The Borrower has the lawful right and authority to cause each of the Related Entities to undertake or refrain from the activities specified with respect to them in this Agreement and in the Interagency Agreement.
Organization, Authority and Good Standing. Technologies is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Technologies has full corporate power and authority to make, execute and perform this Agreement and the transactions contemplated hereby. This Agreement is a valid and binding obligation of Technologies enforceable in accordance with its terms.
Organization, Authority and Good Standing. Asia is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado. Asia has full corporate power and authority to make, execute and perform this Agreement and the transactions contemplated hereby. This Agreement is a valid and binding obligation of Asia enforceable in accordance with its terms.
Organization, Authority and Good Standing. Except as set forth in Schedule 7.3, each of the Obligated Parties,
(a) is a corporation, limited liability company, partnership, limited partnership, or other business entity duly and properly formed, incorporated, or organized and validly existing under Requirements of Law of the jurisdiction of its formation, incorporation, or organization as set forth in Schedule 7.3, and such jurisdiction is the only jurisdiction under which it is formed, incorporated, or organized,
(b) has all requisite power and authority to conduct its business in each jurisdiction in which it conducts business and to own its property, and
(c) to the extent applicable, is qualified and in good standing under the Requirements of Law of (i) its jurisdiction of formation, incorporation, or organization and (ii) each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business.
Organization, Authority and Good Standing. New Michxxx xx a duly organized and validly existing corporation in good standing under the laws of its jurisdiction of incorporation and has full power and authority to own the properties and assets and to carry on the business which it now owns and carries on. New Michxxx xx duly qualified and in good standing as a foreign corporation in each jurisdiction wherein the nature of the property owned or leased by it or the nature of the business transacted by it makes such qualification necessary, except where the failure to so qualify would not have a material and adverse effect on the business, operations, properties, prospects, assets or condition, financial or other, of New Michxxx xxx its Subsidiaries taken as a whole.
Organization, Authority and Good Standing. Subsidiaries 8 2.5. Title to Properties 9 2.6. Leases and Liens 9 2.7. Licenses 9 2.8. Litigation 9 2.9. No Burdensome Provisions 9 2.10. Compliance with Other Instruments 10 2.11. Disclosure 10 2.12. ERISA 10 2.13. Regulation G; Use of Proceeds 11 2.14. Tax Liability 11 2.15. Governmental Action 11 2.16. Offering of Note 11 2.17. Hazardous Waste 12 2.18. Separate Property; No Flood Zone 12 2.19. No Affiliation 12 2.20. No Foreign Person 12 2.21. Title to Property and Collateral 12
