Common use of Organization; Power and Authority Clause in Contracts

Organization; Power and Authority. Each of the Company and each Member is a limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, and is duly qualified and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company and each Member has the limited liability company or limited partnership, as applicable, power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform the provisions hereof and thereof.

Appears in 6 contracts

Samples: Note Purchase Agreement (InfraREIT, Inc.), Note Purchase Agreement (InfraREIT, Inc.), Note Purchase Agreement (InfraREIT, Inc.)

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Organization; Power and Authority. Each of the Company Borrower and each Member Subsidiary is a limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, and is duly qualified and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company Borrower and each Member Subsidiary has the limited liability company company, limited partnership or limited partnershipother organizational, as applicable, power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform the provisions hereof and thereof.

Appears in 5 contracts

Samples: Credit Agreement (InfraREIT, Inc.), Credit Agreement (InfraREIT, Inc.), Term Loan Credit Agreement (InfraREIT, Inc.)

Organization; Power and Authority. Each of the The Company and each Member is a limited liability company corporation or limited partnership, as applicable, entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formationorganization, and is duly qualified and licensed as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the The Company and each Member has the limited liability corporate or company or limited partnership, as applicable, power and authority authority, and requisite government licenses, authorizations, consents and approvals, to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the other Transaction Financing Documents to which it is a party and to perform the provisions hereof and thereof.

Appears in 5 contracts

Samples: Note Purchase and Guarantee Agreement (Getty Realty Corp /Md/), Note Purchase and Guarantee Agreement (Getty Realty Corp /Md/), Note Purchase and Guarantee Agreement (Getty Realty Corp /Md/)

Organization; Power and Authority. Each of the The Company and each Member is a limited liability company or limited partnership, as applicable, corporation duly organized, validly existing and and, where legally applicable, in good standing under the laws of its jurisdiction of formationamalgamation, and is duly qualified and as a foreign corporation and, where legally applicable, is in good standing in each jurisdiction in which it carries on business, where such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the The Company and each Member has the limited liability company or limited partnership, as applicable, corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transacttransacts, to execute and deliver this Agreement and the other Transaction Documents to which it is a party Notes and to perform the provisions hereof and thereof.

Appears in 4 contracts

Samples: Note Purchase Agreement (Agnico Eagle Mines LTD), Note Purchase Agreement (Agnico Eagle Mines LTD), Note Purchase Agreement (Agnico Eagle Mines LTD)

Organization; Power and Authority. Each of the Company and each Member Obligor is a corporation, partnership, limited liability company or limited partnership, as applicable, similar business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formationorganization, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company and each Member Obligor has the limited liability corporate (or equivalent company or limited partnership, as applicable, ) power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the other Transaction Documents to which it is a party Series 2008A Notes and to perform the provisions hereof and thereof.

Appears in 3 contracts

Samples: Master Note Purchase Agreement (Waste Connections, Inc.), Assumption and Exchange Agreement (Waste Connections, Inc.), Assumption and Exchange Agreement (Waste Connections US, Inc.)

Organization; Power and Authority. Each of the The Company and each Member is a limited liability company or limited partnership, as applicable, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of formationincorporation, and the Company is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company and each Member the other Note Parties has the corporate, limited liability company or limited partnership, as applicable, partnership power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the other Transaction Note Documents to which it is a party and to perform the provisions hereof and thereof.

Appears in 2 contracts

Samples: Note Purchase and Private Shelf Agreement (MGP Ingredients Inc), Note Purchase and Private Shelf Agreement (MGP Ingredients Inc)

Organization; Power and Authority. Each of the Company and each Member is a corporation or limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, and is duly qualified as a foreign corporation or limited liability company and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company and each Member has the corporate and/or limited liability company or limited partnership, as applicable, power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the other Transaction Documents to which it is a party Amendment and to perform the applicable provisions hereof of the Note Purchase Agreement and thereofthis Amendment.

Appears in 2 contracts

Samples: Note Purchase Agreement (Student Transportation Inc.), Note Purchase Agreement (Student Transportation Inc.)

Organization; Power and Authority. Each of the Company and each Member Obligor is a corporation, partnership, limited liability company or limited partnership, as applicable, similar business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formationorganization, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company and each Member Obligor has the limited liability corporate (or equivalent company or limited partnership, as applicable, ) power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement Supplement and the other Transaction Documents to which it is a party Series 2015A Notes and to perform the provisions hereof and thereof.

Appears in 2 contracts

Samples: Third Supplement to Master Note Purchase Agreement (Waste Connections, Inc.), Third Supplement to Master Note Purchase Agreement (Waste Connections, Inc.)

Organization; Power and Authority. Each of the Company and each Member is a corporation or limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, and is duly qualified as a foreign corporation or limited liability company and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company and each Member has the corporate and/or limited liability company or limited partnership, as applicable, power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the other Transaction Documents to which it is a party Waiver and to perform the applicable provisions hereof of the Note Purchase Agreement and thereofthis Waiver.

Appears in 1 contract

Samples: Waiver to Note Purchase Agreement (Student Transportation Inc.)

Organization; Power and Authority. Each of the The Company and each Member is a private limited liability company or limited partnershiporganized under the Laws of Denmark, as is validly existing and, where legally applicable, duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of formationDenmark, and is duly qualified and as a foreign corporation and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by lawLaw, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the The Company and each Member has the limited liability company or limited partnership, as applicable, corporate power and authority to own or hold under lease the properties its Properties that it purports to own or hold under lease, to transact the business it transacts and proposes to transacttransact (including with respect to the Project), to execute and deliver this Agreement Agreement, the Notes and the each other Transaction Documents Financing Document to which it is or will be a party and to perform the provisions hereof its obligations hereunder and thereofthereunder.

Appears in 1 contract

Samples: Note Purchase Agreement (Teekay LNG Partners L.P.)

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Organization; Power and Authority. Each of the The Company and each Member is a limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing or equivalent status under the laws of its jurisdiction of formationorganization, and is duly qualified as a foreign Person and is in good standing or equivalent status to transact business in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could or equivalent status would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the The Company and each Member Guarantor has the limited liability company or limited partnership, as applicable, requisite corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, lease and to transact its business as now conducted. The Company and each Guarantor has the business it transacts requisite power and proposes to transact, authority to execute and deliver this Agreement and the other Transaction Note Documents to which it is a party and to perform the provisions hereof and thereof.

Appears in 1 contract

Samples: Note Purchase Agreement (PQ Group Holdings Inc.)

Organization; Power and Authority. Each of the The Company and each Member of its Subsidiaries is a corporation, limited liability company company, limited partnership (or limited partnershipother legal entity), as applicablethe case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the The Company and each Member of its Subsidiaries has the limited liability company or limited partnership, as applicable, power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the other Transaction Financing Documents to which it is a party and to perform the provisions hereof and thereofthereof (to the extent party thereto).

Appears in 1 contract

Samples: Senior Subordinated Note Purchase Agreement (International Textile Group Inc)

Organization; Power and Authority. Each of the The Company is a corporation, and each Member Holding is a limited liability company or limited partnershipcompany, as applicable, each duly organized, validly existing and in good standing under the laws of its respective jurisdiction of formationorganization, and is duly qualified as a foreign corporation or limited liability company, as applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company and each Member Issuer has the limited liability company or limited partnership, as applicable, organizational power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the other Transaction Documents to which it is a party Notes and to perform the provisions hereof and thereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Amedisys Inc)

Organization; Power and Authority. Each of the Company and each Member Obligor is a corporation, limited partnership or limited liability company or limited partnershipcompany, as applicable, duly organized, validly existing and in good standing under the laws of its jurisdiction of formationorganization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company and each Member Obligor has the limited liability company corporate or limited partnership, as applicable, other organizational power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the other Transaction Documents to which it is a party Notes and to perform the provisions hereof and thereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Unifirst Corp)

Organization; Power and Authority. Each of the Company and each Member Borrower is a corporation or a limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of its jurisdiction of formationorganization, and and, insofar as such concepts are applicable to it, is duly qualified as a foreign Person and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company and each Member Borrower has the limited liability company or limited partnership, as applicable, power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the other Transaction Documents each Loan Document to which it is or is to be a party and to perform the provisions hereof and thereofof each such Loan Document.

Appears in 1 contract

Samples: Loan Agreement (GTJ REIT, Inc.)

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