Organization; Qualification and Ownership Sample Clauses

Organization; Qualification and Ownership. Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of New Jersey; has the requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted; and is duly qualified and in good standing to do business in each jurisdiction in which the nature of the Business or the character or location of the properties and assets owned by it and used in the Business makes such qualification necessary, which jurisdictions are listed on Schedule 3.01, and such jurisdictions are the only jurisdictions in which the nature of its Business or the ownership or leasing of the assets makes qualification necessary, except where failure to be so qualified would not reasonably be expected to have a Seller Material Adverse Effect. Seller has delivered to Buyer true and complete copies of the certificate of formation and operating agreement of Seller, in each case as amended to date and currently in effect (such instruments and documents, the "Charter Documents"). The Principals are the only members of Seller and their ownership interests in Seller are set forth on Schedule 3.01. No other Person owns any beneficial interest, directly or indirectly, in Seller, or has any right, agreement or option to purchase any beneficial interest in Seller. Seller does not, directly or indirectly, own or control stock or other equity securities of any corporation, partnership or other entity.
Sample 1
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Organization; Qualification and Ownership. (a) Each of the Partnership and the Operating Partnership has been duly formed and is validly existing in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), with full partnership power and authority to own or lease and operate its properties and to conduct its business as presently conducted and as described in the Offering Memorandum, in each case in all material respects. Each of the Partnership and the Operating Partnership is duly registered or qualified as a foreign limited partnership for the transaction of business under the laws of each jurisdiction in which the character of the business conducted by it at the Closing Date or the nature or location of the properties to be owned or leased by it at the Closing Date makes such registration or qualification necessary, except where the failure so to register or qualify would not have a Material Adverse Effect. “Material Adverse Effect” shall mean (i) a material adverse effect on the condition (financial or otherwise), business, properties, net worth or results of operations of the Company, considered as one enterprise, or (ii) a material impairment of the ability of the Company to perform its obligations under any of the Transaction Agreements.
Sample 1
Organization; Qualification and Ownership. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California; ePairs India is a private limited company duly organized, validly existing and in good standing under the laws of India. Each of the Companies has the requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted; and is duly qualified and in good standing to do business in each jurisdiction in which the nature of the Business or the character or location of the properties and assets owned by it and used in the Business makes such qualification necessary, which jurisdictions are listed on Schedule 3.01(a), and such jurisdictions are the only jurisdictions in which the nature of its Business or the ownership or leasing of its properties and assets makes such qualification necessary, except where failure to be so qualified would not reasonably be expected to have a Seller Material Adverse Effect. Seller has delivered to Buyer true and complete copies of the certificate of incorporation and bylaws or other organizational documents of each of the Companies, in each case as amended to date and currently in effect (such instruments and documents, the “Charter Documents”). Neither of the Companies is in violation of any of the provisions of its Charter Documents. All of the issued and outstanding capital stock of Seller is owned by the holders and in the amounts set forth in Schedule 3.01(a). All of the issued and outstanding equity interests of ePairs India are owned 80% by Seller (40,000 equity shares), 10% by Xxxxxxx Xxxxxxxxxxxxx (5,000 equity shares) and 10% by Xxxxxxx Xxxxxxxxxxx (5,000 equity shares). No Person other than the holders set forth herein and in Schedule 3.01(a) owns any beneficial interest, directly or indirectly, in ePairs India or Seller.
Sample 1
Organization; Qualification and Ownership. Concorde Gaming Corporation is a corporation duly organized and validly existing under the laws of the State of Colorado and Concorde Gaming of South Dakota, Inc. is a corporation duly organized and validly existing under the laws of the State of South Dakota, and that they (i) have full and adequate corporate power to carry on their business as now conducted, (ii) are duly licensed or qualified in all jurisdictions wherein the nature of their activities require such licensing or qualifying, and (iii) have full right and authority to enter into and perform this Agreement. The Parent owns 100% of the issued and outstanding capital stock of the Subsidiary.
Sample 1
Organization; Qualification and Ownership. (a) Each Seller is duly organized, validly existing and in good standing as a corporation under the laws of the Commonwealth of Kentucky. Each Seller is duly qualified to do business and is in good standing as a foreign corporation in each of the jurisdictions set forth on Schedule 2.1(a), which are all of the states or other jurisdictions in which either ownership or use of the rights, assets and properties of Sellers (including the Rights and Assets), or conduct of the businesses of Sellers (including the Business), requires such qualification. Schedule 2.1(a) hereto contains the address (including city, county, state or other jurisdiction and zip code) of each location where any of the Rights and Assets are located and each trade name under which Sellers operate at such address and any additional business and trade names under which the Business has been operated at each such address or any other location in the five (5) years preceding the date of this Agreement. (b) Set forth on Schedule 2.1(b) hereto are the owners (beneficially and of record) of all of the outstanding capital stock of each Seller, which are held free and clear of all Liens. Except as set forth on Schedule 2.1(b), there are no other securities of any Seller outstanding, and no subscription, warrant, option, convertible security or other right (contingent or other) to purchase or acquire any interest in any Seller authorized or outstanding.
Sample 1
Organization; Qualification and Ownership. Borrower is a corporation duly organized and validly existing under the laws of the State of Colorado and it (i) has full and adequate corporate power to carry on its business as now conducted, (ii) is duly licensed or qualified in all jurisdictions wherein the nature of their activities require such licensing or qualifying, and (iii) has full right and authority to enter into and perform this Agreement.
Sample 1
Organization; Qualification and Ownership. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the
Sample 1
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Organization; Qualification and Ownership. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts. The Company currently conducts its business exclusively within the Commonwealth of Massachusetts. The Company has the corporate power and authority to own and hold its Assets and Properties and to carry on the Business as currently conducted. Kennxxx X. Xxxxxx xx the Manager of the Company. The Company has the following named officers, each duly elected and qualified by the Manager of the Company as of the date hereof: Elizxxxxx Xxxx, Xxesident, and Kennxxx X. Xxxxxx, Xxeasurer. The Company has delivered to Buyer correct and complete copies of the Company's Certificate of Organization and Operating Agreement, each as amended to date. The Members of the Company are 520 Xxxxxxxxxxxx Xxxxxx Xxxx Xxxxxx Xxxp., a Massachusetts corporation, and 660 Corporation, a Massachusetts corporation.
Sample 1
Organization; Qualification and Ownership. Hymed is duly incorporated and validly existing as a business corporation under the laws of the state of Delaware. Applied is duly organized and validly existing as a limited liability company under the laws of the state of Delaware. Each Seller is duly qualified to do business and is in good standing in its state of organization and in each other state or other jurisdictions in which either ownership or use of the rights, assets, and properties of each Seller (including the Rights and Assets), as they are currently being used, or the conduct of the businesses of each Seller (including the Businesses) as currently conducted, requires such qualification.
Sample 1

Related to Organization; Qualification and Ownership

  • Organization; Qualification The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Company.

  • Organization, Qualification, Etc (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The copies of the Company's certificate of incorporation and bylaws which have been delivered to CNT are complete and correct and in full force and effect. (b) Each of the Company's Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so organized, existing, qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are validly issued, fully paid and non-assessable and are owned by the Company, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances"), except for Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements or obligations of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other person.

  • Organization, Qualification and Power The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all requisite corporate power and authority, and all governmental licenses, governmental authorizations, governmental consents and governmental approvals, required to carry on its business as now conducted and to own, lease and operate the assets and properties of the Company as now owned, leased and operated. The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction in which the character or location of its properties and assets owned, leased or operated by the Company or the nature of the business conducted by the Company requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing in such other jurisdiction could not, individually or in the aggregate, have a Material Adverse Effect (as defined herein) on the Company. The Company has heretofore delivered to the Investors complete and accurate copies of its Articles of Incorporation and Bylaws, as currently in effect. The Company has previously delivered to the Investors a complete and accurate list of all jurisdictions in which the Company is qualified or licensed to do business as of the date hereof.

  • Organization and Status Purchaser (a) is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation as set forth in the preamble to this Agreement, (b) is duly qualified, authorized to do business and in good standing in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, and (c) has all requisite power and authority to own or hold under lease the property it purports to own or hold under lease and to carry on its business as now being conducted. Purchaser has made available to Seller complete and correct copies of the Organization Documents for Purchaser.

  • Organization and Good Standing; Qualification The Seller has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with the power and authority to own or lease its properties and to conduct its activities as such properties are currently owned or leased and such activities are currently conducted.

  • Organization, Qualification and Corporate Power The Company is a corporation duly organized, validly existing and in corporate and tax good standing under the laws of the State of Delaware. The Company is duly qualified to conduct business and is in corporate and tax good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect (as defined below). The Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has furnished or made available to the Parent complete and accurate copies of its certificate of incorporation and bylaws. The Company is not in default under or in violation of any provision of its certificate of incorporation, as amended to date, or its bylaws, as amended to date. For purposes of this Agreement, “Company Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise), results of operations or future prospects of the Company taken as a whole.

  • Organization; Good Standing; Qualification and Power The Contributed Subsidiaries are all of the subsidiaries of the Contributed Companies or any of their direct or indirect subsidiaries. Each of the Contributed Companies, and the Contributed Subsidiaries and each of the Contributing Companies is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, has all requisite corporate power and authority to own, lease and operate any and all of the Group Assets held by such company and for the Conduct of the Group Business as now being conducted by such company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not have a Material Adverse Effect on the Group Business. SCO has delivered to Caldera or its counsel complete and correct copies of the charter documents of the Contributed Companies and the Contributed Subsidiaries. Except for the Contributed Subsidiaries, none of the Contributed Companies nor any of the Contributed Subsidiaries owns, directly or indirectly, any capital stock or other equity interest of any corporation or has any direct or indirect equity or ownership interest in any other business, whether organized as a corporation, partnership, joint venture or otherwise.

  • Organization and Qualification of the Company The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state of Nevada and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a material cost or other effect on the Company.

  • Organization and Qualifications Customer and each of its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) has the power and authority to own its properties and assets and to transact the businesses in which it presently is engaged and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where it presently is engaged in business and is required to be so qualified.

  • Organization; Power; Qualification Each of the Borrower, the other Loan Parties and the other Subsidiaries is a corporation, partnership or other legal entity, duly organized or formed, validly existing and in good standing under the jurisdiction of its incorporation or formation, has the power and authority to own or lease its respective properties and to carry on its respective business as now being and hereafter proposed to be conducted and is duly qualified and is in good standing as a foreign corporation, partnership or other legal entity, and authorized to do business, in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization and where the failure to be so qualified or authorized could reasonably be expected to have, in each instance, a Material Adverse Effect.

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