Organization of the Subsidiaries Sample Clauses

Organization of the Subsidiaries. CH4 Energy (a) is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Texas, (b) has the requisite power and authority to own, lease and operate its properties and to conduct its business as it is presently being conducted, and (c) is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the character of the properties owned or leased by it or the nature of its activities makes such qualification necessary (except where any failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company). Xxxxxxx is (a) a limited partnership duly formed and validly existing under the laws of the State of Texas, (b) has the requisite power and authority to own, lease and operate its properties and to conduct its business as it is presently being conducted, and (c) is duly qualified to do business as a foreign limited partnership and is in good standing in each jurisdiction where the character of the properties owned or leased by it or the nature of its activities makes such qualification necessary (except where any failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company). Xxxxxxx XX is (a) a limited liability company duly formed, validly existing and in good standing under the laws of the State of Texas, (b) has the requisite power and authority to own, lease and operate its properties and to conduct its business as it is presently being conducted, and (c) is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the character of the properties owned or leased by it or the nature of its activities makes such qualification necessary (except where any failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company). Copies of the Articles of Organization and the Limited Liability Company Agreements of each of CH4 Energy and Xxxxxxx XX have heretofore been delivered to Purchaser, and such copies are accurate and complete as of the date hereof. Copies of the Certificate of Limited Partnership and the partnership agreement of Xxxxxxx have heretofore been delivered to Purchaser, and such copies are accurate and complete as of the date hereof. The Company has no additional subsidiaries oth...
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Organization of the Subsidiaries. Each Subsidiary is a corporation or partnership duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation. Each Subsidiary has full corporate or partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified, licensed or admitted to do business
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Organization of the Subsidiaries. The Subsidiaries are corporations, duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation, and have all requisite power and authority (corporate and other) to own their properties and to carry on their businesses as now being conducted. The Subsidiaries are duly qualified to do business and are in good standing in all jurisdictions in which their ownership of property or the character of their businesses requires such qualification and where failure to be so qualified would have a material adverse effect on the Subsidiaries. Certified copies of the charter documents and by-laws of the Subsidiaries, as amended to date, shall be delivered to Centennial upon its written request, and shall be complete and correct, and no amendments shall have been made thereto or have been authorized since the date hereof.
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Organization of the Subsidiaries. (i) WGNEL is a company, duly organized, validly existing and in good standing under the laws of the Cayman Islands, owned 100 percent by the Company and has all requisite power and authority to own, lease and operate its properties and to conduct its business as presently conducted. (ii) WWAI is a corporation, duly organized, validly existing and in good standing under the laws of the Republic of Panama, owned 100 percent by the Company and has all requisite power and authority to own, lease and operate its properties and to conduct its business as presently conducted. (iii) WNL: (A) is owned 60 percent by WWAI and 40 percent by Tominco, (B) is a company, duly organized, validly existing and in good standing under the laws of the Federal Republic of Nigeria, (C) has all requisite power and authority to own, lease and operate its properties and to conduct its business as presently conducted, and (D) operates only in the Federal Republic of Nigeria. (iv) WONL: (A) is owned 60 percent by WWAI and 40 percent by Tominco, (B) is a company, duly organized, validly existing and in good standing under the laws of the Federal Republic of Nigeria, (C) has all requisite power and authority to own, lease and operate its properties and to conduct its business as presently conducted, and (D) operates only in the Federal Republic of Nigeria. (v) Seller has no intermediate or ultimate subsidiaries incorporated in Ghana, Togo or Benin.
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Organization of the Subsidiaries. The Company’s sole Subsidiary (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as it is presently being conducted, and (iii) is duly qualified to do business as a foreign corporation and is in good standing in the State of Texas and in each other jurisdiction where the character of the properties owned or leased by it or the nature of its activities makes such qualification necessary (except where any failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Subsidiaries). Copies of the certificate of incorporation and bylaws of such Subsidiary have heretofore been made available to Purchaser, and such copies are accurate and complete as of the date hereof. Table of Contents
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Related to Organization of the Subsidiaries

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

  • Organization; Subsidiaries (a) 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 carry on its business as it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to so qualify or be licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other Person.

  • Organization; Powers; Subsidiaries The Borrower and its Material Subsidiaries are duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have all requisite power and authority to carry on their respective business as now conducted and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, are qualified to do business in, and are in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by the Borrower or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests are owned, beneficially and of record, by the Borrower or such other Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Date, there are no outstanding commitments or other obligations of the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person other than the Borrower or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary, except as disclosed on Schedule 3.01.

  • 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 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.

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • 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.

  • Reorganization of the Company The existence of this Award Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; any merger or consolidation of the Company; any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof; the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

  • 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.

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