Organization Business Sample Clauses

Organization Business. It shall (i) other than in connection with a public offering of its securities, maintain and preserve its existence as a Delaware limited liability company and cause each Project Company hereunder to maintain and preserve its existence as a limited liability company in the jurisdiction of its organization and (ii) engage only in the business of developing, financing, ownership, construction and/or operations of the wind energy generation projects, and cause each Project Company to engage only in the business of developing, financing, ownership, construction and/or operations of the respective Eligible Qualified Project.

Organization Business. Each of Parent and Merger Sub is a corporation duly and validly organized and existing under the Laws of the jurisdiction of its incorporation and is qualified to do business as a foreign corporation and in good standing in the jurisdictions where the ownership or leasing of property or the conduct of its business requires qualification as a foreign corporation by Parent except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect on Parent.

Organization Business. Representatives of the Organization may be permitted to transact official Organization business on school property provided previous administrative permission is granted. In no event will the conduct of Organization business be permitted to interfere or disrupt normal School District operations. The Organization shall be responsible for damages resulting from use of facilities and equipment. The Organization shall give a written accounting of any materials or supplies used to the District business office and reimburse the District for all materials and supplies used.

Organization Business. The Buyer is a corporation duly and validly organized and existing and in active status under the Laws of the State of Wisconsin. The Buyer has full corporate power and authority necessary to carry on its business as it is now conducted and to own, lease and operate its assets and properties. The Buyer owns or has the right to use all property, real or personal, tangible or intangible, which is necessary for the operation of its business as currently conducted.

Organization Business. Each of Sellers (a) is duly organized or incorporated, validly existing, and (in jurisdictions in which such concept is applicable) in good standing under the Laws of its jurisdiction of formation and (b) has all requisite right, authority, and full corporate or limited liability company power to execute and deliver, and to perform its obligations under, this Agreement and the Ancillary Documents to be executed and delivered by such Seller, to convey the DIIG Equity Interests, DQ Valuation Assets, and Luxco IP Assets to be conveyed by it to Buyers as set forth in this Agreement and the Ancillary Documents, and to consummate the transactions contemplated hereby and thereby. Each of the Transferred Companies (a) is duly organized or incorporated, validly existing, and (in jurisdictions in which such concept is applicable) in good standing under the Laws of its jurisdiction of formation, and has full corporate or limited liability company power to own, operate, and lease the properties and assets owned, operated, and leased by it and to conduct the Transferred Companies Business, (b) has full corporate or limited liability company power to execute and deliver and to perform its obligations under any Ancillary Documents to be executed and delivered by such Transferred Company, and (c) is duly licensed or qualified to do business as a foreign corporation or foreign limited liability company, and is (in jurisdictions in which such concept is applicable) in good standing, in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not have a Material Adverse Effect. True and complete copies of the Transferred Companies' Organizational Documents, in each case as amended and in effect, have been made available by Sellers to Buyers prior to the Closing Date. Schedule 3.1 sets forth each jurisdiction in which each of the Transferred Companies is licensed or qualified to do business.

Organization Business. (a) Each Seller is a corporation duly and validly organized and existing and in good standing under the Laws of the jurisdiction specified in the Disclosure Schedule and is qualified to do business as a foreign corporation and is in good standing in all jurisdictions where the ownership or leasing of property by it or the conduct of its business requires qualification as a foreign corporation. The Disclosure Schedule contains a list of all such jurisdictions in which each Seller is qualified to do business. (b) Each Seller has full corporate power and authority necessary to carry on its business as it is now conducted and to own, lease and operate its assets and properties. (c) Each Seller owns or has the right to use all property, real or personal, tangible or intangible, which is necessary for the operation of its U.S. wholesale business, the Purchased Stores (taken as a whole) and the Purchased Assets as currently conducted. (d) Each Seller other than Florsheim is a direct or indirect wholly-owned subsidiary of Florsheim.

Organization Business. Seller is a corporation duly and validly organized and existing and in good standing under the Laws of the State of California and has full corporate power to own its assets and to convey the Purchased Assets to Buyer pursuant to this Agreement. Seller is duly qualified to do business as a foreign corporation and is in good standing in all jurisdictions in which Seller conducts business.

Organization Business. The Company and each of its Subsidiaries is a corporation or limited liability company duly and validly organized and existing under the Laws of the jurisdiction of its incorporation or formation and is qualified to do business as a foreign corporation or company and in good standing in the jurisdictions where the ownership or leasing of property or the conduct of its business requires qualification as a foreign corporation or company except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect on the Company. The Company has delivered or made available to Parent true and complete copies of the charters, bylaws, articles of incorporation, memorandum (of the UK Company) and articles of association (of the UK Company), each amended to the date hereof, of the Company and each of its Subsidiaries.

Organization Business. Representatives of the PTO and its affiliates may transact business on school property as long as such does not disrupt employees in their assigned duties. The PTO may also use school rooms and facilities for meetings and communications, subject to administrative approval to avoid conflict with other scheduled uses. The PTO will be responsible for damage to any equipment resulting from its use of same, as well as for the replacement of any materials used. The PTO may post a reasonable amount of materials on bulletin boards normally used for employee notices. The PTO may place materials in employee mailboxes, but the District will not carry such material between buildings if it would violate postal regulations. The right to exercise the grants contained in this provision is contingent upon reasonable availability of facilities and may be withdrawn by the District if such use involves any activity regarding work stoppage or slow-down, or political activities other than Local Unit and MFPE/NEA elections. Restrictions on the use of the buildings and facilities for political purposes shall not be greater than those imposed on other groups.

Organization Business a. Buyer is a corporation duly and validly organized and existing under the Laws of its state of incorporation. b. Buyer has the full corporate power and authority and all material franchises, permits, licenses, approvals, authorizations, registrations, grants and orders necessary to carry on its business as it is now conducted.