ORGANIZATION OF GFINBV Sample Clauses

ORGANIZATION OF GFINBV. 3.1 GFINBV is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), duly formed, incorporated, amalgamated or continued (as the case may be) and validly exists under the laws of the Netherlands with all requisite power to carry on its business as presently conducted; 3.2 GFINBV is in good standing under the legislation under which it was formed, incorporated, amalgamated or continued (as the case may be); 3.3 GFINBV has full legal capacity, power and authority to own its property and assets and to carry on its business; 3.4 GFINBV has the requisite capacity, power and authority to enter into and to perform its obligations under the Termination Agreement which, when executed, will constitute a valid and binding obligation of GFINBV, enforceable against GFINBV in accordance with its terms; 3.5 the articles of association (statuten) of GFINBV as currently in force have been duly registered with the trade register of the Dutch Chamber of Commerce (Xxxxx van Koophandel) and no decision to amend these articles of association has been made; 3.6 GFINBV has been duly registered with the trade register of the Dutch Chamber of Commerce (Xxxxx van Koophandel) in accordance with Dutch law. The information reflected in the excerpt of the trade register in respect of such registration is true, complete and not misleading. The Company has timely and properly filed all documents under Dutch law required to be filed with the Dutch Chamber of Commerce (Xxxxx van Koophandel); 3.7 the copies of the charter documents of GFINBV provided to the Purchaser Parties are a complete, true and accurate copy of the charter documents of GFINBV as in force as at the Effective Date; 3.8 the charter documents of GFINBV referred to in Section 3.7 contain the entire charter documents of GFINBV; 3.9 the charter documents of GFINBV comply in all respects with all Applicable Law; 3.10 no person has any power of attorney or is otherwise authorized to represent or legally bind GFINBV for any purpose; 3.11 no resolution has been adopted by any corporate body (orgaan) of GFINBV, which has not been fully implemented; and 3.12 GFINBV, its officers, agents and employees (during the course of their duties) have at all times engaged in their activities in all material respects in accordance with all applicable statutory requirements, governmental regulations and GFINBV's articles of association or other rules of organisation, and have not done anything which is a...
Sample 1
AutoNDA by SimpleDocs

Related to ORGANIZATION OF GFINBV

  • Organization of Company The Company, a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois and the Company is legally qualified to transact business in Illinois. The Company has full power and authority to own or lease and to operate and use its assets and to carry on its business at the Project. There is no pending or threatened proceeding for the dissolution, liquidation, insolvency, or rehabilitation of the Company.

  • Organization, etc The Purchaser has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to execute and deliver this Agreement and to perform the terms and provisions hereof.

  • Organization of the Company The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada.

  • Organization of the Buyer The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

  • Organization of Buyer Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Organization of the Seller The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

  • Due Incorporation and Organization The Adviser is duly organized and is in good standing under the laws of the State of Connecticut and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder.

  • Organizational Existence Except as otherwise permitted by Section 3.6, each Credit Party will and will cause its Subsidiaries to at all times preserve and keep in full force and effect its organizational existence and all rights and franchises material to its business.

  • Organization; Power Each of Holdings, the Borrower and the Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority and all governmental rights, qualifications, approvals, authorizations, permits, accreditations, Reimbursement Approvals, licenses and franchises material to the business of the Borrower and the Subsidiaries taken as a whole that are necessary to own its assets, to carry on its business as now conducted and as proposed to be conducted and to execute, deliver and perform its obligations under each Loan Document to which it is a party and (c) except where the failure to do so, individually or in the aggregate, is not reasonably likely to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!