Organization; Capacity; Power Clause Samples
Organization; Capacity; Power. (a) Each of the EL Entities has provided to LATA and LATA Holdings correct and complete copies of its Organizational Documents as currently in effect;
(b) Each of the EL Entities is duly organized, validly existing and in good standing as a limited liability company under the Laws of the State of Delaware;
(c) Each of the EL Entities is duly qualified, licensed or registered as a foreign limited liability company in each jurisdiction in which either the ownership or use of the assets and properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, licensure or registration, except where the failure to be so qualified, licensed or registered would not reasonably be expected to have a material adverse effect on the ability of such EL Entity to execute, deliver and perform its obligations under this Agreement and the other Transaction Agreements to which it is or will be a party;
(d) Each of the EL Entities has full limited liability company power and authority to own, lease and operate the properties now owned, leased or operated by it and to carry on its business as presently conducted, and to execute, deliver and perform its obligations under this Agreement and the other Transaction Agreements to which it is or will be a party; and
(e) Whenever stated in this Agreement that the EL Entities (or either of them) have caused or will cause an Affiliate of the EL Entities or any Contributed Entity or other Person to take any action or retain from taking any action, the EL Entities hereby jointly and severally represent and warrant that they have the requisite power and authority, or that an EL Entity is a party to an agreement pursuant to which it has the right to cause the Affiliate of the EL Entities or the Contributed Entity or other Person, as applicable, to take such action or refrain from taking such action.
Organization; Capacity; Power. (a) Each of the EL Parties has provided to ATA and ATA Holdings correct and complete copies of its Organizational Documents as currently in effect;
(b) Each of the EL Parties is duly organized, validly existing and in good standing as a limited liability company under the Laws of the State of Delaware;
(c) Each of the EL Parties is duly qualified, licensed or registered as a foreign limited liability company in each jurisdiction in which either the ownership or use of the assets and properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, licensure or registration, except where the failure to be so qualified, licensed or registered would not reasonably be expected to have a material adverse effect on the ability of the EL Parties to execute, deliver and perform its obligations under this Agreement and the other Transaction Agreements to which it is or will be a party; and
(d) Each of the EL Parties has full limited liability company power and authority to own, lease and operate the properties now owned, leased or operated by it and to carry on its business as presently conducted, and to execute, deliver and perform its obligations under this Agreement and the other Transaction Agreements to which it is or will be a party.
Organization; Capacity; Power. (a) If Seller is an Entity, such Seller has provided to Buyer correct and complete copies of its Organizational Documents as currently in effect.
(b) If Seller is an Entity, Seller is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization.
(c) If Seller is an Entity, Seller is duly authorized to conduct business as a foreign Entity of its type in, and is in good standing under the Laws of, each jurisdiction where such qualification is required, except where the failure to do so could not reasonably be expected to cause a Material Adverse Change.
(d) Seller and, if Seller is a trust, the trustee of Seller, has full Entity power and authority (for an Entity of its type) to own or use the properties and assets that it purports to own or use and to conduct its business, and to execute, deliver and perform its obligations under this Agreement and any other Transaction Agreement to which it is or is to become a party, and to consummate the Contemplated Transactions.
(e) If Seller is an individual, Seller has legal capacity to execute, deliver and perform its obligations under this Agreement and any other Transaction Agreement to which it is or is to become a party, and to consummate the Contemplated Transactions.
Organization; Capacity; Power. (a) the Manager has provided to the Company correct and complete copies of its Organizational Documents as currently in effect;
(b) the Manager is duly organized, validly existing and in good standing under the Laws of the State of Maryland;
(c) the Manager is duly qualified, licensed or registered as a foreign Entity in each jurisdiction in which either the ownership or use of the assets and properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, licensure or registration; and
(d) Manager has full corporate power and authority to own or use the properties and assets that it purports to own or use and to conduct its business, and to execute, deliver and perform its obligations under this Agreement, any Transaction Agreement to which it is or is to become a party and to consummate the Contemplated Transactions.
Organization; Capacity; Power. (a) Chain Bridge has provided to the Company correct and complete copies of its Organizational Documents as currently in effect;
(b) Chain Bridge is duly organized, validly existing and in good standing under the Laws of the State of Maryland;
(c) Chain Bridge is duly qualified, licensed or registered as a foreign Entity in each jurisdiction in which either the ownership or use of the assets and properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, licensure or registration; and
(d) Chain Bridge has full limited liability company power and authority to own or use the properties and assets that it purports to own or use and to conduct its business, and to execute, deliver and perform its obligations under this Agreement and any other Transaction Agreement to which it is or is to become a party, and to consummate the Contemplated Transactions.
Organization; Capacity; Power. (a) Midwest Holdings has provided to the Company correct and complete copies of its Organizational Documents as currently in effect;
(b) Midwest Holdings is duly organized, validly existing and in good standing under the Laws of the State of Delaware;
(c) Midwest Holdings is duly qualified, licensed or registered as a foreign Entity in each jurisdiction in which either the ownership or use of the assets and properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, licensure or registration; and
(d) Midwest Holdings has full limited liability company power and authority to own or use the properties and assets that it purports to own or use and to conduct its business, and to execute, deliver and perform its obligations under this Agreement and any other Transaction Agreement to which it is or is to become a party, and to consummate the Contemplated Transactions.
Organization; Capacity; Power. (a) As to each Entity Seller, the Entity Seller has provided to Parent correct and complete copies of its Organizational Documents as currently in effect;
(b) As to each Entity Seller, the Entity Seller is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization;
(c) As to each Entity Seller, the Entity Seller is duly qualified, licensed or registered as a foreign Entity (in the form of the Entity Seller’s Organizational Documents) in each jurisdiction in which either the ownership or use of the assets and properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, licensure or registration;
(d) As to each Entity Seller, the Entity Seller has full entity power to own or use the properties and assets that it purports to own or use and to conduct its business, and to execute, deliver and perform that Sellers’s obligations under this Agreement and any other Transaction Agreement to which that Seller is or is to become a party, and to consummate the Contemplated Transactions; and
(e) As to each other Seller, the Seller has full capacity, power and authority to execute, deliver and perform such Seller’s obligations under this Agreement and any other Transaction Agreement to which such Seller is or is to become a party, and to consummate the Contemplated Transactions.