Organization, Existence and Good Standing. Each of the Company and its Restricted Subsidiaries (i) is duly organized or incorporated, validly existing or incorporated and registered (as applicable) and, if applicable, in good standing, under the laws of the jurisdiction of its incorporation or organization, (ii) has the corporate or comparable power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage and (iii) is duly qualified as a foreign corporation and, if applicable, in good standing in each jurisdiction where the ownership, leasing or operation of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Syndicated Facility Agreement (Sealed Air Corp/De), Syndicated Facility Agreement (Sealed Air Corp/De), Syndicated Facility Agreement (Sealed Air Corp/De)
Organization, Existence and Good Standing. Each of the Company and its Restricted Subsidiaries (i) is duly organized or incorporated, validly existing or incorporated and registered (as applicable) and, if applicable, in good standing, under the laws of the jurisdiction of its incorporation or organization, (ii) has the corporate or comparable power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage and (iii) if applicable, is duly qualified as a foreign corporation and, if applicable, in good standing in each jurisdiction where the ownership, leasing or operation of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Syndicated Facility Agreement (Sealed Air Corp/De), Syndicated Facility Agreement (Sealed Air Corp/De), Syndicated Facility Agreement (Sealed Air Corp/De)
Organization, Existence and Good Standing. Each of the The Company and each of its Restricted Subsidiaries (i) is have been duly incorporated, organized or incorporatedformed, validly existing or incorporated and registered (as applicable) and, if applicable, is in good standing, where applicable, under the laws Laws of the jurisdiction of its incorporation incorporation, organization or formation. Each member of the Company Group has full corporate (or other applicable organization, (ii) has the corporate or comparable power and authority to own all of its property properties and assets and to transact the carry on its business in which it as presently conducted, is engaged and presently proposes to engage and (iii) is duly qualified as a foreign corporation and, if applicable, (or other applicable organization) and is in good standing (where applicable) in each jurisdiction all jurisdictions where the ownership, leasing or operation of property or the conduct nature of its business or the nature and location of its assets requires such qualification, except except, solely in the case of the Company Subsidiaries, where the failure to so qualify or be so qualified in good standing would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Carbonite Inc)