ORGANIZATION; GOOD STANDING; AUTHORITY; COMPLIANCE WITH LAW Sample Clauses

ORGANIZATION; GOOD STANDING; AUTHORITY; COMPLIANCE WITH LAW. (a) BPOMS is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted. BPOMS is duly licensed or qualified and is in good standing to transact business as a foreign corporation in each jurisdiction in which the character of the properties owned or leased by it therein or in which the nature of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified would not have, individually or in the aggregate, a BPOMS Material Adverse Effect. For purposes of this Agreement, a “BPOMS Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), financial condition or results of operations of BPOMS and the BPOMS Subsidiaries (as defined in Section 5.4) taken as a whole.
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ORGANIZATION; GOOD STANDING; AUTHORITY; COMPLIANCE WITH LAW. (a) Publico is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Publico has all requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted. Publico is duly licensed or qualified and is in good standing to transact business as a foreign corporation in each jurisdiction in which the character of the properties owned or leased by it therein or in which the nature of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified would not have, individually or in the aggregate, a Publico Material Adverse Effect. For purposes of this Agreement, a “Publico Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), financial condition or results of operations of Publico, taken as a whole.
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ORGANIZATION; GOOD STANDING; AUTHORITY; COMPLIANCE WITH LAW. (a) HealthAxis is a corporation duly organized, validly existing and in good standing under the laws of the State of Pennsylvania and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of HealthAxis and Merger Sub has all requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted. HealthAxis is duly licensed or qualified and is in good standing to transact business as a foreign corporation in each jurisdiction in which the character of the properties owned or leased by it therein or in which the nature of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified would not have, individually or in the aggregate, a HealthAxis Material Adverse Effect. For purposes of this Agreement, a “HealthAxis Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), financial condition or results of operations of HealthAxis and the HealthAxis Subsidiaries (as defined in Section 6.4), taken as a whole.
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ORGANIZATION; GOOD STANDING; AUTHORITY; COMPLIANCE WITH LAW. (a) Activision is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Merger Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Activision and Merger Subsidiary has all requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted. Activision is duly licensed or qualified and is in good standing to transact business as a foreign corporation in each jurisdiction in which the character of the properties owned or leased by it therein or in which the nature of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified would not have, individually or in the aggregate, an Activision Material Adverse Effect. For purposes of this Agreement, an "Activision Material Adverse Effect," means a material adverse effect on the business, assets (including intangible assets), financial condition or results of operations of Activision and its Material Activision Subsidiaries (as defined below), taken as a whole. (b) Each of Activision's material Subsidiaries (the "Material Activision Subsidiaries") is a corporation or partnership duly incorporated or formed, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, has the corporate or partnership power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to transact business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have, individually or in the aggregate, an Activision Material Adverse Effect. Each of the Material Activision Subsidiaries is wholly-owned, directly or indirectly, by Activision (other than directors' qualifying shares). (c) Except as described in the Activision SEC Reports (as defined below), the business of Activision and the Material Activision Subsidiaries has been operated in compliance with all laws, ordinances, regulations and orders of all governmental entities, except for violations which would not have, individually or in the aggregate, an Activision Material Adverse Effect. Activision and the Material Activision Subsidiaries have all Governmen...
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ORGANIZATION; GOOD STANDING; AUTHORITY; COMPLIANCE WITH LAW. (a) Expert is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted. Expert is duly licensed or qualified and is in good standing to transact business as a foreign corporation in each jurisdiction in which the character of the properties owned or leased by it therein or in which the nature of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified would not have, individually or in the aggregate, an Expert Material Adverse Effect. For purposes of this Agreement, an "Expert Material Adverse Effect" means a material adverse effect on the business, assets (including intangible assets), financial condition or results of operations of Expert and the Expert Subsidiaries (as defined below) taken as a whole; PROVIDED, HOWEVER, that none of the following shall be deemed by itself or by themselves, either alone or in combination, to constitute an Expert Material Adverse Effect: (i) conditions generally affecting the industry in which Expert operates, including, without limitation, actual or proposed changes in law or regulations or (ii) any effect that is related to a general drop in stock prices in the United States resulting from political or economic turmoil.
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ORGANIZATION; GOOD STANDING; AUTHORITY; COMPLIANCE WITH LAW a. Expert is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted. Expert is duly licensed or qualified and is in good standing to transact business as a foreign corporation in each jurisdiction in which the character of the properties owned or leased by it therein or in which the nature of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified would not have, individually or in the aggregate, an Expert Material Adverse Effect. For purposes of this Agreement, an "Expert Material Adverse Effect" means a material adverse effect on the business, assets (including intangible assets), financial condition or results of operations of Expert and the Expert Subsidiaries (as defined below) taken as a whole; provided, however, that none of the following shall be deemed by itself or by themselves, either alone or in combination, to constitute an Expert Material Adverse Effect: (i) conditions generally affecting the industry in which Expert operates, including, without limitation, actual or proposed changes in law or regulations or (ii) any effect that is related to a general drop in stock prices in the United States resulting from political or economic turmoil.
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ORGANIZATION; GOOD STANDING; AUTHORITY; COMPLIANCE WITH LAW. (a) NGRU is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of NGRU and Merger Sub has all requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted. NGRU is duly licensed or qualified and is in good standing to transact business as a foreign corporation in each jurisdiction in which the character of the properties owned or leased by it therein or in which the nature of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified would not have, individually or in the aggregate, a NGRU Material Adverse Effect. For purposes of this Agreement, a "NGRU MATERIAL ADVERSE EFFECT," means a material adverse effect on the business, assets (including intangible assets), financial condition or results of operations of NGRU and its Subsidiaries, taken as a whole; provided that any actual or anticipated failure to maintain NGRU's Nasdaq listing or obtain a new listing shall not be considered in determining whether a NGRU Material Adverse Effect has occurred or is likely to occur.
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ORGANIZATION; GOOD STANDING; AUTHORITY; COMPLIANCE WITH LAW. (a) Operating Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Georgia and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted. Operating Company is duly licensed or qualified and is in good standing to transact business as a foreign limited liability company in each jurisdiction in which the character of the properties owned or leased by it therein or in which the nature of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified would not have, individually or in the aggregate, an Operating Company Material Adverse Effect. For purposes of this Agreement, an “Operating Company Material Adverse Effect” means a material adverse effect on the business, operations, prospects, assets (including intangible assets), financial condition or results of operations of Operating Company taken as a whole.
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Related to ORGANIZATION; GOOD STANDING; AUTHORITY; COMPLIANCE WITH LAW

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

  • Organization, Good Standing, Etc Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrowers, to make the borrowings hereunder, and to execute and deliver each Loan Document to which it is a party, and to consummate the transactions contemplated thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect.

  • Organization and Good Standing Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

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

  • Organization, Good Standing, Power, Etc The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. This Agreement and the Other Buyer Agreements and the transactions contemplated hereby and thereby have been duly approved by all requisite corporate action. The Buyer has full corporate power and authority to execute, deliver and perform this Agreement and the Other Buyer Agreements, and this Agreement constitutes, and the Other Buyer Agreements will when executed and delivered constitute, the legal, valid and binding obligations of the Buyer, and shall be enforceable in accordance with their respective terms against the Buyer.

  • Good Standing and Government Compliance Borrower shall maintain its and each of its Subsidiaries’ organizational existence and good standing in the Borrower State, shall maintain qualification and good standing in each other jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect, and shall furnish to Bank the organizational identification number issued to Borrower by the authorities of the jurisdiction in which Borrower is organized, if applicable. Borrower shall meet, and shall cause each Subsidiary to meet, the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA. Borrower shall comply in all material respects with all applicable Environmental Laws, and maintain all material permits, licenses and approvals required thereunder where the failure to do so could reasonably be expected to have a Material Adverse Effect. Borrower shall comply, and shall cause each Subsidiary to comply, with all statutes, laws, ordinances and government rules and regulations to which it is subject, and shall maintain, and shall cause each of its Subsidiaries to maintain, in force all licenses, approvals and agreements, the loss of which or failure to comply with which would reasonably be expected to have a Material Adverse Effect.

  • Existence; Good Standing It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all requisite power and authority to own and operate its properties and to conduct its business, as conducted and planned to be conducted as of the date hereof. The state of residence or principal place of business of each Purchaser is set forth on Schedule 1.

  • Organization, Good Standing and Power The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.

  • Organization; Good Standing; Qualification The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified or registered to do business in each jurisdiction in which the nature of its business or operations requires such qualification or registration.

  • 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, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") of the Company and its Subsidiaries taken as a whole. 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 Condition of the Company and its Subsidiaries taken as a whole. The Company has made available to Parent and Sub complete and correct copies of the Restated and Amended Certificate of Incorporation and By-Laws of the Company and the comparable governing documents of each of its Subsidiaries, in each case as amended to the date of this Agreement. Other than as set forth in Section 3.01(a) of the Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery of this Agreement, the respective certificates of incorporation and by-laws or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such Subsidiaries.

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