Organization, Power, Good Standing, and Business Sample Clauses

Organization, Power, Good Standing, and Business. A. The principal residence of each of Xxxxxxx X. Xxxx and Xxxxx Xxxx Xxxx is in California. The Trust has been duly formed and is validly existing under the laws of the State of California. Borrower has the full power and authority to own and operate its properties, to carry on its business as now conducted, to enter into each Loan Document and to carry out the transactions contemplated hereby and thereby. The Trust has delivered to Lender true and correct copies of portions of its Formation Documents and such portions of the Formation Documents have not been amended or modified except pursuant to agreements delivered to Lender prior to the date hereof. B. Each Signature Party other than Borrower is duly formed and validly existing under the Laws of the State of its formation. Each such Signature Party has the full power and authority to own and operate its properties, to carry on its business as now conducted, to act as a trustee of Borrower or Guarantor, as applicable, to enter into each Loan Document as a trustee of Borrower or a Guarantor, as applicable, to enter into the Guaranty on its own behalf, if applicable, and to carry out the transactions contemplated in the Loan Documents. Borrower has delivered to Lender true, correct and complete copies of the Formation Documents for each such Signature Party and such Formation Documents have not been amended or modified except pursuant to agreements delivered to Lender prior to the date hereof.
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Organization, Power, Good Standing, and Business. A. Borrower is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Illinois. Borrower has the full power and authority to own and operate its properties, to carry on its business as now conducted, to enter into each Loan Document and the Environmental Indemnity, and to carry out the transactions contemplated hereby and thereby. Borrower does not do business under any trade name or fictitious business name. Borrower has duly registered in compliance with all applicable Laws in all applicable jurisdictions, and has the lawful right to use, the name set forth in the definition of "Borrower" herein. Borrower has delivered to Lender true, correct and complete copies of its Formation Documents and such Formation Documents have not been amended or modified except pursuant to agreements delivered to Lender prior to the date hereof. B. Each Signature Party other than Borrower is duly formed, validly existing and in good standing under the Laws of the State of its formation and, if formed under the Laws of a jurisdiction other than the Governing State, has registered to do business and is in good standing under the Laws of the Governing State. Each such Signature Party has the full power and authority to own and operate its properties, to carry on its business as now conducted, to act as a general partner, member, manager or trustee of Borrower or Guarantor, as applicable, to enter into each Loan Document and the Environmental Indemnity as a general partner, member, manager or trustee of Borrower or Guarantor, as applicable, to enter into the Guaranty and/or Environmental Indemnity on its own behalf, if applicable, and to carry out the transactions contemplated in the Loan Documents and the Environmental Indemnity. Borrower has delivered to Lender true, correct and complete copies of the Formation Documents for each such Signature Party and such Formation Documents have not been amended or modified except pursuant to agreements delivered to Lender prior to the date hereof.
Sample 1
Organization, Power, Good Standing, and Business. Borrower is an unincorporated real estate investment trust duly formed, validly existing and in good standing under the Laws of the State of California. Borrower has the full power and authority to own and operate its properties, to carry on its business as now conducted, to enter into each Loan Document and the Environmental Indemnity, and to carry out the transactions contemplated hereby and thereby. Borrower does not do business under any trade name or fictitious business name other than XxxXxxx Properties. Borrower has delivered to Lender true, correct and complete copies of its Formation Documents and such Formation Documents have not been amended or modified except pursuant to agreements delivered to Lender prior to the date hereof.
Sample 1
Organization, Power, Good Standing, and Business. Borrower is a corporation duly formed, validly existing and in good standing under the Laws of the State of Delaware and, if formed under the Laws of a jurisdiction other than the State of California, has registered to do business and is in good standing under the Laws of the State of California. Borrower has the full power and authority to own and operate its properties, to carry on its business as now conducted, to enter into each Loan Document, and to carry out the transactions contemplated hereby and thereby. Borrower does not do business under any trade name or fictitious business name other than "Matrix Pharmaceutical". Borrower has delivered to Lender true, correct and complete copies of its Formation Documents and such Formation Documents have not been amended or modified except pursuant to agreements delivered to Lender prior to the date hereof.
Sample 1
Organization, Power, Good Standing, and Business. Borrower is a ------------------------------------------------ corporation duly formed, validly existing and in good standing under the Laws of the State of North Carolina. Borrower has the full corporate power and authority to own and operate its properties, to carry on its business as now conducted and as contemplated in the Lease, to enter into each Loan Document and the Environmental Indemnity, and to carry out the transactions contemplated hereby and thereby. Borrower does not do business under any trade name or fictitious business name other than " ". Borrower has delivered to Lender true, correct, and complete copies of its Formation Documents and such Formation Documents have not been amended or modified except pursuant to agreements delivered to Lender prior to the date hereof.
Sample 1
Organization, Power, Good Standing, and Business. Borrower shall cause the representations and warranties set out in Section 5.1 to be true and correct at all times until the Mezzanine Loan and all Obligations of Borrower and the other Principals under all of the Mezzanine Loan Documents have been fully performed, paid and satisfied in full.
Sample 1
Organization, Power, Good Standing, and Business. A. Borrower is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of California and, if formed under the Laws of a jurisdiction other than the State of California, has registered to do business and is in good standing under the Laws of the State of California. Borrower has the full power and authority to own and operate its properties, to carry on its business as now conducted, to enter into each Loan Document and the Environmental Indemnity, and to carry out the transactions contemplated hereby and thereby. Borrower does not do business under any trade name or fictitious business name. Borrower has delivered to Lender true, correct and complete copies of its Formation Documents and such Formation Documents have not been amended or modified except pursuant to agreements delivered to Lender prior to the date hereof. B. Zhone Technologies, Inc., Borrower's managing member, is a corporation duly formed, validly existing and in good standing under the Laws of the State of Delaware and, if formed under the Laws of a jurisdiction other than the State of California, has registered to do business and is in good standing under the Laws of the State of California. Such managing member has the full power and authority to own and operate its properties, to carry on its business as now conducted, to act as a managing member of Borrower, to enter into each Loan Document and the Environmental Indemnity and the Completion Guaranty as a managing member of Borrower, to enter into the Environmental Indemnity on its own behalf, and to carry out the transactions contemplated in the Loan Documents and the Environmental Indemnity and the Completion Guaranty. Borrower has delivered to Lender true, correct and complete copies of the Formation Documents for such managing member and such Formation Documents have not been amended or modified except pursuant to agreements delivered to Lender prior to the date hereof.
Sample 1
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Related to Organization, Power, Good Standing, and Business

  • Organization; Good Standing The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Organization and Good Standing Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

  • Organization, Good Standing, Etc Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrowers, to make the borrowings hereunder, and to execute and deliver each Loan Document to which it is a party, and to consummate the transactions contemplated thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect.

  • Due Organization, Good Standing and Corporate Power Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") of the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole. The Company has made available to Parent and Sub complete and correct copies of the Restated and Amended Certificate of Incorporation and By-Laws of the Company and the comparable governing documents of each of its Subsidiaries, in each case as amended to the date of this Agreement. Other than as set forth in Section 3.01(a) of the Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery of this Agreement, the respective certificates of incorporation and by-laws or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such Subsidiaries.

  • Organization, Good Standing and Power 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 own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.

  • 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.

  • Organization, Good Standing and Authority The Vessel Owning Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the Republic of Liberia. The Vessel Owning Subsidiary has full corporate power and authority to carry on its business as it is now, and has since its incorporation been, conducted, and is entitled to own, lease or operate the properties and assets it now owns, leases or operates and to enter into legal and binding contracts. No meeting has been convened or resolution proposed or petition presented and no order has been made to wind up the Vessel Owning Subsidiary.

  • 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, 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 and Good Standing; Power and Authority Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Massachusetts. Subject to the receipt of the Regulatory Approval, Buyer has all requisite power and authority to execute, deliver, and perform its obligations under this Agreement.

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