ORGANIZATION, POWER, EXECUTION Sample Clauses

ORGANIZATION, POWER, EXECUTION. (a) Each of Parent, Seller and NMT-US is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority (corporate and other) to own its properties, to carry on its business as now being conducted, to execute, and deliver this Agreement and each of the agreements, documents and instruments contemplated herein (the "Related Agreements") to which it is a party, and to carry out the transactions contemplated hereby and thereby. Each of Parent, Seller and NMT-US is duly qualified to do business and in good standing in all jurisdictions in which its ownership of property or the character of its business requires such qualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. Certified copies of the charter and bylaws or other governing documents of each of Parent, Seller and NMT-US, as amended to date, are being delivered to Buyer and ISC herewith, are complete and correct, and no amendments have been made thereto or have been authorized since the date thereof. (b) Each Acquired Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority (corporate and other) to own its properties (including, without limitation, the Assets), to carry on its business as now being conducted, to execute, and deliver this Agreement and the Related Agreements to which it is a party, and to carry out the transactions contemplated hereby and thereby. Each Acquired Company is duly qualified to do business and in good standing in all jurisdictions in which its ownership of property or the character of its business requires such qualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. Certified copies of the charter and bylaws or other governing documents of each Acquired Company, as amended to date, are being delivered to Buyer herewith, are complete and correct, and no amendments have been made thereto or have been authorized since the date thereof. (c) The execution and delivery of this Agreement and the Related Agreements to which Parent, Seller, NMT-US and each Acquired Company is a party, and the consummation of all transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent, ...
Sample 1
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ORGANIZATION, POWER, EXECUTION. (a) Each of Buyer and ISC is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority (corporate and other) to own its properties, to carry on its business as now being conducted, to execute, and deliver this Agreement and each of the Related Agreements to which it is a party, and to carry out the transactions contemplated hereby and thereby. (b) The execution and delivery of this Agreement and the Related Agreements to which Buyer or ISC is a party, and the consummation of all transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Buyer and ISC. This Agreement and each Related Agreement to which Buyer or ISC is a party have been duly executed and delivered by Buyer and ISC, and constitute, and each other Related Agreement required hereby to be executed and delivered by Buyer or ISC will, when delivered, constitute, the valid and legally binding obligation of Buyer or ISC, as applicable, enforceable in accordance with its terms, subject to bankruptcy laws and general equitable principles.
Sample 1
ORGANIZATION, POWER, EXECUTION. (a) Each of Parent, Seller and NMT-US is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority (corporate and other) to own its properties, to carry on its business as now being conducted, to execute, and deliver this Agreement and each of the agreements, documents and instruments contemplated herein (the "Related Agreements") to which it is a party, and to carry out the transactions contemplated hereby and thereby. Each of Parent, Seller and NMT-US is duly qualified to do business and in good standing in all jurisdictions in which its ownership of property or the character of its business requires such qualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. Certified copies of the charter and bylaws or other governing documents of each of Parent, Seller and NMT-US, as amended to date, are being delivered to Buyer and ISC herewith, are complete and correct, and no amendments have been made thereto or have been authorized since the date thereof.
Sample 1

Related to ORGANIZATION, POWER, EXECUTION

  • 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; Powers Each of the Borrower and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected 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, Power and Standing Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Buyer has all the corporate power, authority and Permits necessary to carry on its business as it has been and is currently being conducted, and to own, lease and operate the properties and assets used in connection therewith. Buyer has all requisite corporate power and authority to enter into and perform this Agreement and each Ancillary Agreement to which it is a party.

  • 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; Power and Authority The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, 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 not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the 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 transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

  • 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.

  • Due Incorporation; Power and Authority The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Statutory Prospectus and the Prospectus.

  • 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.

  • Governing Documents Manager will provide Subadviser with copies of (i) the Trust’s Declaration of Trust and By-laws, as currently in effect, (ii) the Fund’s currently effective prospectus and statement of additional information, as set forth in the Trust’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Fund as Subadviser may from time to time reasonably request.

  • Organization and Corporate Power The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

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