Organization of the Seller Parties Sample Clauses

Organization of the Seller Parties. Each Seller Party is a corporation or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. Except as would not have a material and adverse impact on the ability of the Seller Parties to conduct the Business, each Seller Party is duly qualified to transact business as a foreign corporation or other business entity and is in good standing in each of the jurisdictions in which the ownership or leasing of the Purchased Assets or the conduct of the Business requires such qualification. No other jurisdiction has demanded, requested or otherwise indicated that any Seller Party is required so to qualify on account of the ownership or leasing of the Purchased Assets or the conduct of the Business. The Seller Parties have full power and authority to own or lease and to operate and use the Purchased Assets and to carry on the Business as now conducted. Each Seller Party and its jurisdiction of formation are listed in Schedule 5.1. All powers of attorney granted by any of the Acquired Subsidiaries prior to the Closing will terminate and be of no effect following the Closing.
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Organization of the Seller Parties. Each Seller Party is a corporation ---------------------------------- duly organized, validly existing and in good standing under the laws of the State of Delaware with full corporate power and authority to conduct the Business and to own and lease its properties and the Assets. Each Seller Party is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required except where the failure to be in good standing will not have a Material Adverse Effect. Copies of the Organizational Documents of each Seller Party, and all amendments thereto, have been made available to Buyer and are accurate and complete as of the date hereof.
Sample 1
Organization of the Seller Parties. (a) Seller is a limited liability company duly organized and validly existing under the laws of the State of Nevada, is qualified to do business and is in good standing under the laws of the States of Nevada and Utah, and has full limited liability company power and right to carry on its business as such is now being conducted and to own, operate, lease and sell, as contemplated by this Agreement, the Assets.
Sample 1
Organization of the Seller Parties. WCAS SRS is a limited partnership, the Company is a corporation and SRS is a corporation. WCAS SRS and the Company were duly organized or incorporated, as applicable. Each of WCAS SRS, SRS and the Company are validly existing and in good standing under the Laws of the jurisdiction of its organization or incorporation, as applicable. At the Closing, Newco will be a corporation, duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Each of the Seller Parties has the power to own its properties and to carry on its business as currently conducted in all material respects. At the Closing, Newco will have the corporate power to own its properties and to carry on its business as currently contemplated in all material respects. At the Closing, Newco’s certificate of incorporation and bylaws (collectively, the “Newco Charter Documents”) shall be as set forth on Exhibit C and Exhibit D, respectively. At the Closing, Newco will not be in violation, of any of the provisions of the Newco Charter Documents. The Company has made available to Solera a true and correct copy of its certificate of incorporation and bylaws (collectively, the “Company Charter Documents”). The Company is not in violation of any of the provisions of the Company Charter Documents.
Sample 1
Organization of the Seller Parties. Each Seller Party (a) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, (b) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and (c) is duly qualified or licensed and in good standing to do business in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification or license necessary, except in the case of clause (c) where the failure to be so duly qualified or licensed and in good standing has not had and could not reasonably be expected to result in a material adverse effect on the ability of any Seller Party to perform its obligations under, and consummate the transactions contemplated by, this Agreement (a “Seller Material Adverse Effect”).
Sample 1
Organization of the Seller Parties. The Seller is a corporation validly existing and in good standing under the laws of the State of Delaware, the UK Subsidiary is an entity validly existing and in good standing under the laws of the UK, England and Wales, and the German Subsidiary is an entity validly existing and in good standing under the laws of Germany. The Seller Parties are duly qualified to do business and are in good standing in the states, foreign countries and other jurisdictions set forth on Schedule 3.2, such states and jurisdictions being each jurisdiction in which the ownership of the Assets or the conduct of the Business by the Division requires such qualification, except where the failure to so qualify, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Seller Parties have the requisite power and authority to own the Assets and to conduct the Business as currently conducted.
Sample 1
Organization of the Seller Parties. (i) Each of the Seller Parties is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware with full power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it. The copies of the charter documents of each of the Seller Parties, as amended to date, and of the bylaws of each of the Seller Parties, as amended to date, and heretofore delivered to the Buyer's counsel, are complete and correct, and no amendments thereto are pending. Each of the Seller Parties is qualified to do business as a foreign corporation in each jurisdiction in which such qualification is necessary, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the business, assets, liabilities, properties, financial condition or results of operations of the Business as it is currently conducted by the Seller.
Sample 1
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Organization of the Seller Parties. WCAS SRS is a limited partnership, the Company is a corporation and SRS is a corporation. WCAS SRS and the Company were duly organized or incorporated, as applicable. Each of WCAS SRS, SRS and the Company are validly existing and in good standing under the Laws of the jurisdiction of its organization or incorporation, as applicable. At the Closing, Newco will be a corporation, duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Each of the Seller Parties has the power to own its properties and to carry on its business as currently conducted in all material respects. At the Closing, Newco will have the corporate power to own its properties and to carry on its business as currently contemplated in all material respects. At the Closing, Newco’s certificate of incorporation and bylaws (collectively, the “Newco Charter Documents”) shall be as set forth on Exhibit C and Exhibit D, respectively. At the Closing, Newco will not be in violation, of any of the provisions of the Newco Charter Documents. The Company has made available to Solera a true and correct copy of its certificate of incorporation and bylaws (collectively, the “Company Charter Documents”). The Company is not in violation of any of the provisions of the Company Charter Documents. 2.2 Capital Structure of the Company. (c) Immediately prior to the Closing, the authorized capital stock of Newco shall consist of (i) 80,000 shares of Newco Class A Common Stock, 8,000 shares of which will be issued and outstanding and none of which will be held in treasury, and (ii) 750,000 shares of Newco Class B Common Stock, 382,300.8523 shares of which will be issued and outstanding and none of which will be held in treasury. Immediately prior to the Closing and following the Newco Contribution, all of the issued and outstanding shares of Newco Common Stock will be owned beneficially and of record by WCAS SRS. At the Closing, the issued and outstanding limited partnership interests of WCAS SRS will be owned beneficially and of record as set forth in Section 2.2(a)(i) of the Disclosure Schedule, which sets forth the type and class of each limited partnership interest that will be owned by the holders set forth therein. All (x) Newco Common Stock that will be outstanding ‑5‑ immediately prior to the Closing and following the Newco Contribution and (y) Newco Issuance Shares that will be issued pursuant to the Newco Issuance, will, in each case, be duly authorized, v...
Sample 1

Related to Organization of the Seller Parties

  • 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.

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

  • 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.

  • Authorization of the Servicer (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral Custodian, in the determination of the Servicer, to collect all amounts due under any and all Transferred Loans, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans and, after the delinquency of any Transferred Loan and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred Loans. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

  • Organizational Documents of the Surviving Entity At the Effective Time, (a) the certificate of limited partnership of the Partnership as in effect immediately prior to the Effective Time shall remain unchanged and shall be the certificate of limited partnership of the Surviving Entity from and after the Effective Time, until duly amended in accordance with applicable Law, and (b) the Partnership Agreement as in effect immediately prior to the Effective Time shall remain unchanged and shall be the agreement of limited partnership of the Surviving Entity from and after the Effective Time, until duly amended in accordance with the terms thereof and applicable Law.

  • Organizational Documents of the Surviving Corporation The Company Certificate of Incorporation, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. The Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

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

  • Formation of the Company The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

  • Organization and Qualification of the Company The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary.

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