Organization, Existence and Standing Sample Clauses

Organization, Existence and Standing. It is a corporation or other specified entity duly organized, validly existing, and in good standing under the laws of Ohio, in the case of Ferro, or Delaware, in the case of OMG, or other specified jurisdiction.

Organization, Existence and Standing. Purchaser is a corporation validly existing and in good standing under the laws of the State of Delaware.

Organization, Existence and Standing. Seller is a corporation validly existing and in good standing under the laws of the State of Delaware. Seller is qualified to do business and in good standing or its functional equivalent in each jurisdiction where the nature of the Business requires such qualification, with such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Organization, Existence and Standing. Arrosto is a limited liability company, duly organized, validly existing, and in good standing under the laws of California and has all necessary corporate powers to own the Assets and to transfer good and marketable title to the Assets to Peabodys.

Organization, Existence and Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

Organization, Existence and Standing. (a) ADP is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. ADP (i) has all necessary corporate power and authority to own, lease or license its property and to conduct its business as now being conducted and (ii) is duly qualified or licensed to do business in all jurisdictions where the nature of its business or the character of its properties owned or leased by it makes such qualification or licensing necessary, except where the failure to so qualify or be licensed would not have a Material Adverse Effect. (b) During the entire twelve (12) year period preceding the date hereof, ADP has conducted the Transferred Business and the operation of the Purchased Assets under the name “Xxxxx Corporation” and no other names.

Organization, Existence and Standing. Each Visteon Sale Entity is (or, solely with respect to the Newcos, at the Closing will be) a corporation or other legal entity duly incorporated or formed and validly existing under the Laws of the jurisdiction of its incorporation or formation and has full corporate or organizational power and authority to (a) own or lease the Business Assets and Transferred Stock and Assets owned or leased by it and (b) carry on the Business as now conducted by it. Seller has made available to Buyer true and complete copies of (i) the certificates of incorporation or equivalent organizational or governing document of each Visteon Sale Entity and (ii) the by-laws or equivalent organizational or governing document of each Visteon Sale Entity, each as in effect as of the date hereof. Each of the foregoing certificates of incorporation and by-laws or equivalent organizational or governing documents of each Visteon Sale Entity is in full force and effect, and no Visteon Sale Entity is in violation of any of the provisions of such documents.

Organization, Existence and Standing. MNG, the MNG Designee and each of the entities comprising the Non-Bay Area Business (the “Non-Bay Entities”) are each legal entities, duly organized, validly existing, and in good standing under the laws of their jurisdiction of organization and have all requisite power and authority to own, lease and operate their Assets and to carry on their businesses as presently conducted. MNG, the MNG Designee and each of the Non-Bay Area Entities are each in good standing as a foreign entity in each jurisdiction where the ownership, leasing or operation of their Assets or conduct of their businesses requires such qualification, except where the failure to be so qualified or in good standing would not have, individually or in the aggregate, a material adverse effect on the on the business, Assets, liabilities, financial condition or results of operations of the Non-Bay Area Business taken as a whole (a “Material Adverse Effect”).

Organization, Existence and Standing. Seller, each Stock Selling Subsidiary, each Asset Subsidiary and each member of the Stock Group (together, “Visteon Sale Entities” and each, a “Visteon Sale Entity”), including VTYC, is a corporation or limited liability company duly incorporated or formed and validly existing under the Laws of the jurisdiction of its incorporation or formation and has full corporate or organizational power and authority to:

Organization, Existence and Standing. Conergy is a corporation duly incorporated, validly existing and in good standing under the laws of Germany.