Organization; Corporate Power and Licenses of the Company Sample Clauses

Organization; Corporate Power and Licenses of the Company. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of New Jersey. The Company is not qualified to do business in any other jurisdictions and, given the character of the Company’s assets and properties and the business transacted (or proposed to be transacted) by the Company as of the date hereof, no such qualification is required, except where the failure to be so qualified would not have a material adverse effect on the Company’s business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations. The Company possesses all requisite limited liability company power and authority and all licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses (as now conducted and currently proposed to be conducted) and to carry out the transactions contemplated by this Agreement and the Transaction Documents. Copies of the Company’s articles of organization, limited liability company agreement and other organizational documents, previously made available to Buyer, reflect all amendments made thereto at any time prior to the Closing Date and are correct and complete.
Sample 1
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Organization; Corporate Power and Licenses of the Company. The Company is a corporation duly organized and validly existing under the laws of the State of Indiana, for which all reports required to be filed with the Indiana Secretary of State have been filed, and for which no articles of dissolution have been filed with the Indiana Secretary of State. The State of Indiana is the only jurisdiction in which the Company’s ownership of property or conduct of business requires it to be qualified, except as would not have a material adverse effect on the Company. The Company possesses all requisite corporate power and authority and all licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and to carry out the transactions contemplated by this Agreement and the Transaction Documents. Copies of the Company’s articles of incorporation and organizational documents, previously provided to Buyer, reflect all amendments made thereto at any time prior to the Closing Date and are correct and complete.
Sample 1
Organization; Corporate Power and Licenses of the Company. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Georgia. The Company is not qualified to do business in any other jurisdictions and, given the character of the Company’s assets and properties and the business transacted (or proposed to be transacted) by the Company as of the date hereof, no such qualification is required, except where the failure to be so qualified would not have a Material Adverse Effect. The Company possesses all requisite corporate power and authority to carry out the transactions contemplated by this Agreement and the Transaction Documents. Copies of the Company’s articles of incorporation, bylaws and other organizational documents, previously made available to Buyer, reflect all amendments made thereto and in effect as of the Closing Date, and are correct and complete as of the Closing Date.
Sample 1
Organization; Corporate Power and Licenses of the Company. The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Florida. The Company is qualified to do business in each other jurisdiction in which the Company owns or leases any assets or properties or conducts or transacts business, except where lack of such qualification could not be reasonably expected to have a Company Material Adverse Effect. The Company possesses all requisite corporate power and authority and all licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses (as now conducted and currently proposed to be conducted) and to carry out the Transactions. True, correct and complete copies of the Company’s articles of organization, bylaws, minutes of all meetings of its board of directors and/or shareholders (to the extent available) and other organizational documents have been made available to Buyer.
Sample 1
Organization; Corporate Power and Licenses of the Company. Each Group Company is duly incorporated and validly existing and is in good standing under the laws of the jurisdictions in which they were incorporated. Each Group Company possesses all requisite corporate power and authority and all licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and to carry out the transactions contemplated by this Agreement and the Transaction Documents. Copies of each Group Company’s certificate of formation and organizational documents, previously provided to Buyer, reflect all amendments made thereto at any time prior to the Closing Date and are correct and complete. The Group Companies are not and have never been member of a partnership in accordance with the Swedish Partnership and non-partnership Act (Sw: lag (1980:1102 om handelsbolag och enkla bolag). None of the Group Companies have filed (or have filed against either of them) any petition for their winding-up, are not insolvent within the meaning of applicable law, rules or regulations or similar requirements, and have not made any assignment in favor of their creditors, nor has any petition for receivership or any administration order been presented in respect of any of the Group Companies. None of the Group Companies has initiated any proceedings with respect to a compromise or arrangement with their creditors or for the dissolution, liquidation or reorganization of any of the Group Companies or the winding-up or cessation of the Business, no receiver or administrative receiver or liquidator has been appointed in respect of any of the Group Companies or any of their material assets.
Sample 1
Organization; Corporate Power and Licenses of the Company. Insource Holdings, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of Connecticut, which is the only jurisdiction in which its ownership of property or conduct of business requires it to be qualified. Insource Holdings, Inc. is and has been since its inception a holding company without employees, operations, real property or other assets other than (i) minimal cash and (ii) equity of InSource, LLC and AlfaSource, LLC. The Company possesses all requisite corporate power and authority and all licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and to carry out the transactions contemplated by this Agreement and the Transaction Documents. Copies of the Company’s certificate of formation and organizational documents, previously provided to Buyer, reflect all amendments made thereto at any time prior to the Closing Date and are correct and complete.
Sample 1
Organization; Corporate Power and Licenses of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan and all other jurisdictions in which its ownership of the Purchased Assets or conduct of the Business requires it to be qualified, except where the failure to be so qualified or in good standing does not have a Material Adverse Effect on the Purchased Assets or the Business. The Company possesses all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate the Purchase Assets, and to carry on the Business as is now conducted and to perform its obligations under this Agreement and the Transaction Documents. Copies of the Company's articles of incorporation and organizational documents, previously provided to Buyer, reflect all amendments made thereto at any time prior to the Closing Date and are correct and complete. Correct and complete copies of the resolutions adopted by the Company's board of directors authorizing the execution, delivery and performance of this Agreement and all other agreements and transactions contemplated hereby have been furnished to Buyer.
Sample 1
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Related to Organization; Corporate Power and Licenses of the Company

  • Organization, Corporate Power and Licenses The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of its incorporation described above and is qualified to do business in every jurisdiction in which the failure to so qualify has had or would reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company and its subsidiaries taken as a whole. The Company possesses all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of any existing Stock Purchase Agreements and the Stockholders Agreements and the Company's charter documents and bylaws which have been furnished to Purchaser or the Purchaser's special counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

  • Organization; Corporate Power It is duly incorporated and validly existing under the laws of the jurisdiction of its organization, and has all necessary power and authority to execute and deliver this Amendment and to consummate the transactions contemplated by the Sponsors' Support Agreement, as amended hereby;

  • Organization; Corporate Powers The Borrower and each of its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified to do business and is in good standing under the laws of each jurisdiction in which failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect and (iii) has all requisite corporate power and authority to own, operate and encumber its property and to conduct its business as presently conducted and as proposed to be conducted.

  • Organization and Corporate Power The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

  • Due Incorporation; Good Standing; Corporate Power; Etc The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is a Citizen of the United States and has the full corporate power, authority and legal right under the laws of the State of Delaware to execute and deliver this Note Purchase Agreement and each Financing Agreement to which it will be a party and to carry out the obligations of the Company under this Note Purchase Agreement and each Financing Agreement to which it will be a party;

  • Incorporation and Corporate Power The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

  • Organization, Good Standing, Corporate Power and Qualification The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

  • Due Organization, Good Standing and Corporate Power Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect on the Company. For the purposes of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies of the Certificate of Incorporation and Bylaws (or equivalent documents), as amended to date, for itself and each of its Subsidiaries and copies of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint ventures.

  • Corporate Power Licenses Consents i. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, the Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business purpose as described in the Registration Statement, the Disclosure Package and the Prospectus.

  • Corporate Existence, Power and Authority; Subsidiaries Borrower is a corporation duly organized and in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on Borrower's financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within Borrower's corporate powers, have been duly authorized and are not in contravention of law or the terms of Borrower's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Borrower is a party or by which Borrower or its property are bound. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Borrower enforceable in accordance with their respective terms. Borrower does not have any subsidiaries except as set forth on the Information Certificate.

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