Organization, Powers and Authority Sample Clauses

Organization, Powers and Authority. The Company is duly organized and validly existing according to the Laws of Brazil, and are in good standing pursuant to the applicable Laws, with the requisite corporate power and authority to own, lease and operate the properties, rights and assets and to carry out the Business. The Company have the requisite power and authority to own, lease and operate its assets and to conduct the Business and is qualified to do business and is in good standing. The Company holds all requisite power and authority necessary to, and has taken all necessary action to, comply with the obligations set forth in this Agreement and to consummate the transaction contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company, and, assuming the due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid, legal and binding agreement of the Company, enforceable against the Company, in accordance with its terms.
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Organization, Powers and Authority. Each of the Buyer and Holdings is duly organized and exist validly according to the Laws of its jurisdiction of incorporation, and is in good standing pursuant to the applicable Laws, with the requisite corporate power and authority to own, lease and operate the properties, rights and assets and to carry out their business as now conducted. Each of the Buyer and Holdings has the requisite power and authority to conduct their businesses, is qualified to do business and is in good standing. Each of the Buyer and Holdings holds all requisite power and authority necessary to, and has taken all necessary action to, enter into this Agreement, comply with its obligations, and consummate the transactions contemplated hereby or thereby, except where the failure to have such authorizations would not reasonably be expected to have a material adverse effect on the its ability to timely consummate the Transaction contemplated by this Agreement. The execution and performance of this Agreement is not subject to any prior authorization, approval and/or consents of any nature (i) resulting from any clause or provision of any agreement or contract to which the any of the Buyer or Holdings is a party, that have not been obtained through this date, or (ii) by virtue of Law, proceeding or court order, or for any other reason, that have not been obtained through this date, and (b) in the case of any of the foregoing, where failure to make or obtain any such authorization, approval or consent would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on any of the Buyer or Holding’s ability to timely consummate the transactions contemplated by this Agreement. 5.3.1
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Organization, Powers and Authority. Purchaser is a corporation duly organized and validly existing under the laws of the State of Montana and has all requisite corporate power and authority to execute, deliver and perform this Agreement. The Board of Directors of Purchaser has authorized the execution, delivery and performance of this Agreement by Purchaser and has authorized the transactions contemplated by the Agreement. Purchaser has duly executed and delivered the Agreement. The Agreement is valid, binding and enforceable against Purchaser in accordance with its terms subject only to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity.
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Organization, Powers and Authority. Verity is a corporation duly organized and validly existing under the laws of the State of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement. The Board of Directors of Verity has authorized the execution and delivery of this Agreement by Verity, and has authorized the transactions contemplated by the Agreement. The Agreement is valid, binding and enforceable against Verity in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditor's rights and by rules of law governing specific performance, injunctive relief or other equitable remedies.
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Organization, Powers and Authority. Be is a corporation duly organized and validly existing under the laws of the State of California and has all requisite corporate power and authority to execute, deliver and perform this Agreement. The Board of Directors of Be has authorized the execution, delivery and performance of this Agreement by Be, and has authorized the transactions contemplated by the Agreement. Be has duly executed and delivered the Agreement. The Agreement is valid, binding and enforceable against Be in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights; and (ii) general principles of equity or public policy that restrict the availability of equitable remedies. The execution and delivery of this Agreement by Be does not, and the consummation of the transactions contemplated hereby will not, (x) conflict with, or result in any violation or breach of any provision of the Articles of Incorporation or Bylaws of Be, (y) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under any of the terms, conditions or provisions of any note, bond mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Be is a party or by which any of its properties or assets may be bound or (z) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Be or any of its properties or assets, except in the case of (y) and (z) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a material adverse effect on Be. No consent, approval, order or authorization of, or registration, declaration or filing with, any third party, including governmental entities, is required by or with respect to Be in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. There is no action, suit, proceeding, claim, arbitration or investigation pending, or to the best knowledge of Be, threatened, against Be which in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement.
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Organization, Powers and Authority. Buyer is a corporation duly organized and validly existing under the laws of the State of Texas and has all requisite corporate power and authority to execute, deliver and perform this Agreement. The Board of Directors of Buyer has authorized the execution, delivery and performance of this Agreement by Buyer and has authorized the transactions contemplated by the Agreement. Buyer has duly executed and delivered the Agreement. The Agreement is valid, binding and enforceable against Buyer in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights; and (ii) general principles of equity or public policy that restrict the availability of equitable remedies.
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Organization, Powers and Authority. Verity is a corporation duly organized and validly existing under the laws of the State of Delaware and has all requisite corporate power and authority to own its properties and assets and carry on its business as now conducted. The Board of Directors of Verity has duly authorized the execution and delivery of this Agreement by Verity, and has duly authorized the transactions contemplated by the Agreement. Verity has the power and authority to execute and deliver this Agreement and this Agreement is valid, binding and enforceable against Verity in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditor's rights and by rules of law governing specific performance, injunctive relief or other equitable remedies.
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Organization, Powers and Authority. It is a partnership or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction as indicated on the first page of this Agreement, and has the corporate power to own its Interest. It has the corporate power to carry on its business now being conducted and it has full corporate power and authority to enter into and perform this Agreement. It requires no consent or approval of or license or permission from any governmental authority for the execution or delivery or performance by it of this Agreement which has not been obtained. It requires no consent of any party to any contract or agreement to which it is a party or to which any of its property or assets is subject for the execution, delivery or performance of this Agreement other than such consents which have been obtained. The execution, delivery and performance of this Agreement by it have been duly authorized and approved by all requisite corporate action of it. This Agreement has been duly executed and delivered by it, and is valid and binding upon it.
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Organization, Powers and Authority 
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Related to Organization, Powers and Authority

  • 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.

  • Powers and authority It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

  • Organization and Authority The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

  • 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, 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 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.

  • Organization and Authorization The Investor is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite power and authority to purchase and hold the securities issuable hereunder. The decision to invest and the execution and delivery of this Agreement by such Investor, the performance by such Investor of its obligations hereunder and the consummation by such Investor of the transactions contemplated hereby have been duly authorized and requires no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments (including, without limitations, the Registration Rights Agreement), on behalf of the Investor. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

  • Due Organization, Authorization; Power and Authority Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate” (the “Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.

  • Organization, Standing and Authority (a) Charter is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and is a savings and loan holding company within the meaning of the Home Owners’ Loan Act, as amended. Charter has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Charter is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter to CenterState. (b) CharterBank is Charter’s sole Subsidiary and (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable Law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except where the failure to be so qualified would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of CharterBank to pay dividends or distributions except for restrictions on dividends or distributions generally applicable to all federally chartered savings institutions. The deposit accounts of CharterBank are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) to the fullest extent permitted by Law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to Charter’s knowledge, threatened. There is no Person whose results of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements of Charter other than CharterBank.

  • Organization, Qualification and Authority Explore is a corporation duly ----------------------------------------- organized, validly existing and in good standing in the State of Nevada, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Explore does not own stock or equity interest in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization. Since the date of its organization and incorporation or formation, Explore has consistently observed and operated within the corporate formalities of the jurisdictions in which it is organized and/or conducts its business, has consistently observed and complied with the general corporation law of such jurisdictions and has been duly qualified to do business as a foreign corporation in all relevant jurisdictions. Explore has the full right, power and authority to own, lease and operate its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted. Subject to obtaining requisite approval of the shareholders of Explore, Explore has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement, to consummate the transactions contemplated on the part of Explore hereby, and to take all actions necessary to permit or approve the actions of Explore taken in connection with this Agreement. Subject to obtaining requisite approval of the shareholders of Explore, the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Explore have been duly authorized by all necessary corporate action on the part of Explore, respectively. No other action on the part of Explore, or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith, other than such shareholder approval. This Agreement and all other agreements and documents executed in connection herewith by Explore and, upon due execution and delivery thereof, will constitute the valid and binding obligations of Explore, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

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