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.
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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.
Sample 1
ORGANIZATION, POWER, EXECUTION. (a) Buyer is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Pennsylvania. Buyer has full power and authority to execute and deliver each Transaction Document to which it is a party, to carry out or cause to be carried out its obligations thereunder, and to consummate the Transactions to which it is a party. Each of the Transaction Documents to which Buyer is a party has been duly authorized by all necessary action on the part of Buyer and has been duly executed and delivered by Buyer and, assuming valid execution and delivery by the applicable Seller Parties or the applicable Company Subsidiary, constitutes a valid and legally binding obligation of Buyer in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions (regardless of whether enforcement is sought in a Proceeding in equity or law). When each other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyex, xxsuming the valid execution and delivery by the Seller Parties, such other Transaction Document will constitute a valid and legally binding obligation of Buyer in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions (regardless of whether enforcement is sought in a Proceeding in equity or law). (b) Parent is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Parent has full power and authority to execute and deliver each Transaction Document to which it is a party, to carry out or cause to be carried out its obligations thereunder, and to consummate the Transactions to which it is a party. Each of the Transaction Documents to which Parent is a party has been duly authorized by all necessary action on the part of Parent and has been duly executed and delivered by Parent and, assuming valid execution and delivery by the 50 Seller Parties and the Company Subsidiaries, constitutes a valid and legally binding obligation of Parent in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions (regardless of whether enforcement is sought in a Proceeding in equity or law). When each other Transaction Document to which Parent is or will be a party has been duly executed and delivered by Parent, assuming the valid execution and delivery by the Seller Parties, such other Transaction Document will constitut...
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Related to ORGANIZATION, POWER, EXECUTION

  • Organization; Power Buyer is a corporation duly and validly existing under the laws of the State of Delaware, and Buyer has all requisite corporate power and authority to own its properties and assets and to conduct its business as now conducted.

  • 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 Each of Irish Holdco and its Material Subsidiaries is duly organized or incorporated, as the case may be, and validly existing and (to the extent the concept is applicable in such jurisdiction) 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 (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) and all such shares and other equity interests owned by Irish Holdco or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco or such Material Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement), there are no outstanding commitments or other obligations of any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary.

  • 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.

  • Due Incorporation; Good Standing; Corporate Power; Etc The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is a Citizen of the United States and has the full corporate power, authority and legal right under the laws of the State of Delaware to execute and deliver this Note Purchase Agreement and each Financing Agreement to which it will be a party and to carry out the obligations of the Company under this Note Purchase Agreement and each Financing Agreement to which it will be a party;

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