Organization, Qualification, Corporate Power and Authorization Sample Clauses

Organization, Qualification, Corporate Power and Authorization. (i) Each of the Economy Companies is an insurance corporation duly organized, validly existing, and in good standing under the laws of the State of Illinois. Each of the Economy Companies is duly qualified or licensed to conduct its business as presently conducted and is in good standing under the laws of each jurisdiction in which either the ownership or the use of the properties owned or used by it, or the nature of the activities conducted by it, requires such licensing, qualification or good standing, except for such failures to be so qualified, licensed or in good standing as would not, individually or in the aggregate, reasonably be expected to (A) have a Material Adverse Effect on the Economy Companies or the SPPI Business taken as a whole or (B) individually, or in the aggregate, materially interfere with the ability of the Parties to consummate the transactions contemplated by this Agreement or the other Transaction Documents. Each of the Economy Companies has full corporate power and authority to carry on the businesses in which it is presently engaged and to own and use the properties owned and used by it. ss.4 (a) of the Seller Disclosure Schedule lists the directors and officers of each of the Economy Companies. Seller has made available or delivered to Buyer a true and correct copy of each of the Economy Companies' certificate of incorporation and by-laws, each as amended to date, and such certificate of incorporation and by-laws are in full force and effect. The minute books of the Economy Companies accurately reflect all actions taken at all meetings and consents in lieu of meetings of the stockholder(s) of the Economy Companies since January 1, 1994, and all actions taken at all meetings and consents in lieu of meetings of their respective boards of directors and all committees thereof since January 1, 1994. (ii) Each SPPI Affiliate (other than Seller) has full corporate power and authority and has taken all corporate action necessary to execute and deliver each of the Transaction Documents to which it is a party and to perform its obligations thereunder. Each of the Transaction Documents to which any of the SPPI Affiliates (other than Seller) is a party will be duly executed and delivered by such SPPI Affiliate and constitutes or will constitute, as the case may be, the valid and legally binding obligation of such SPPI Affiliate, enforceable against such SPPI Affiliate in accordance with its terms, subject to bankruptcy, insolvency, fraud...
Sample 1
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Organization, Qualification, Corporate Power and Authorization. Each of the Acquired Companies is duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization. Each of the Acquired Companies is licensed or qualified to do business and is in good standing in each jurisdiction where the character of the assets and properties owned, leased, or used by it or the nature of its activities makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a Material Adverse Effect. Each of the Acquired Companies has full corporate power and authority to carry on the business in which it is engaged and to own, lease, and use the properties owned, leased, and used by it.
Sample 1
Organization, Qualification, Corporate Power and Authorization. The Company is a corporation duly incorporated and subsisting or in good standing under the Laws of the jurisdiction of its incorporation. The Company has the requisite corporate power and authority and all material Permits necessary to conduct its business as it has been and is currently being conducted and to enter into, deliver and carry out its obligations pursuant to each of the Transaction Documents to which the Company is a party. The Company is duly authorized to conduct business and is in good standing under the Laws of each jurisdiction where such authorization is required, except where the failure to be so authorized or in good standing would not result in a Company Material Adverse Change. The Company’s execution, delivery and performance of each Transaction Document to which it is a party has been duly authorized by the Company and no other corporate proceeding on the part of the Company is necessary to authorize the Transaction Documents and the Transactions, and the Company has duly executed and delivered this Agreement and will have, as of the Closing Date, duly executed and delivered each other Transaction Document to which it is, or is specified to be, a party.
Sample 1
Organization, Qualification, Corporate Power and Authorization. The Company is a corporation duly incorporated and subsisting or in good standing under the Laws of the jurisdiction of its incorporation and the Subsidiary is duly organized and subsisting or in good standing under the Laws of the jurisdiction of its formation. Each Acquired Company is duly authorized to conduct business and is in good standing under the Laws of each jurisdiction where such authorization is required, except where the failure to be so authorized or to be in good standing would not result in a Company Material Adverse Change. The Company has the requisite corporate power and authority necessary to enter into, deliver and carry out its obligations pursuant to this Agreement. The Company’s execution and delivery of this Agreement have been duly authorized by the Company and no other corporate proceeding on the part of the Company will be necessary to authorize this Agreement and the consummation of the Transactions.
Sample 1
Organization, Qualification, Corporate Power and Authorization. Each of the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing (where such concept is applicable) under the Laws of the jurisdiction of its organization, has the requisite corporate power and authority necessary to conduct its business as it has been and is currently being conducted and to enter into, deliver and carry out its obligations pursuant to each of the Transaction Documents to which the Company is a party and is duly authorized to conduct business and is in good standing under the Laws of each jurisdiction where such authorization is required. The Company’s execution, delivery and performance of each Transaction Document to which it is a party has been duly authorized by the Company and no other corporate proceeding on the part of the Company is necessary to authorize the Transaction Documents and the Transactions. The Company has made available to the Purchaser complete and correct copies of the articles and memorandum of association of the Company (collectively, the “Company Charter Documents”), and the equivalent organizational documents of each of its Subsidiaries, in each case as amended or restated. The Company has not breached or violated, and is not in breach or violation of, any of the provisions of the applicable Company Charter Documents and none of its Subsidiaries has breached or violated, or is in breach or violation of, any of the provisions of the applicable equivalent organizational documents of such Subsidiaries, which violation would have a Company Material Adverse Change.
Sample 1
Organization, Qualification, Corporate Power and Authorization. Each of the Company and the Operating Company is duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization. Each of the Company and the Operating Company is licensed or qualified to do business and is in good standing in each jurisdiction where the character of the assets and properties owned, leased, or used by it or the nature of its activities makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not reasonably be expected to have a Material Adverse Effect. Each of the Company and the Operating Company has all requisite corporate power and authority to carry on the business in which it is engaged and to own, lease, and use the properties owned, leased, and used by it. Section 5.1 of the Disclosure Schedule sets forth a true and complete list of (a) all jurisdictions in which the Company and the Operating Company is qualified or licensed to do business as a foreign corporation, (b) all directors and officers of each of the Company and the Operating Company, (c) all bank, payroll and securities brokerage accounts of each of the Company and the Operating Company and all authorized signers for each such account, and (d) all powers of attorney granted by the Company or the Operating Company to any third party that are currently in effect. All necessary corporate action on the part of the Company and the Operating Company with respect to the consummation of the transactions contemplated hereby has been taken. The Seller has provided to Buyer a true, complete and correct copy of the Organizational Documents of the Company and the Operating Company, each as currently in effect and reflecting any and all amendments thereto. The Organizational Documents of the Company and the Operating Company are in full force and effect, and neither the Company nor the Operating Company is in violation of any provision thereof.
Sample 1
Organization, Qualification, Corporate Power and Authorization. Each Entity included among the Company Group is duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation or formation. Each Entity included among the Company Group is qualified to do business and is in good standing in each jurisdiction where such qualification is required, except where the failure to be so qualified would not have a Material Adverse Effect. Each Entity included among the Company Group has full corporate power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it.
Sample 1
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Organization, Qualification, Corporate Power and Authorization. The Company is duly organized, validly existing, and in good standing under the Laws of the state of New York. The Company is qualified to do business and is in good standing in the state of Ohio and in each jurisdiction where such qualification is required. The Company has full corporate power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it.
Sample 1

Related to Organization, Qualification, Corporate Power and Authorization

  • Organization, Qualifications and Corporate Power (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Company. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, the Registration Rights Agreement and the Stockholders' Agreement to issue, sell and deliver the Preferred Shares and to issue and deliver the Converted Shares. (b) The attached Schedule III contains a list of all subsidiaries of the Company and its equity interest therein. Except for such subsidiaries, the Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. Each of the Company's corporate subsidiary and limited liability company subsidiary is a corporation or limited liability company duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, as the case may be, and is duly licensed or qualified to transact business as a foreign corporation or limited liability company, as the case may be, and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification and where the failure to be so qualified would have a material adverse effect on the Company. Each of the subsidiaries referenced above has the corporate power or entity power, as the case may be, and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding shares of capital stock or equity interests, as the case may be, of each of the subsidiaries are owned beneficially and of record by the Company, one of its other subsidiaries, or any combination of the Company and/or one or more of its other subsidiaries, in each case free and clear of any liens, charges, restrictions, claims or encumbrances of any nature whatsoever; and there are no outstanding subscriptions, warrants, options, convertible securities, or other rights (contingent or other) pursuant to which any of the subsidiaries is or may become obligated to issue any shares of its capital stock or equity interests, as the case may be, to any person other than the Company or one of the other subsidiaries.

  • 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, Corporate Power and Qualification The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

  • Corporate Power and Authorization The Borrower has the corporate power and authority to execute, deliver, perform, and take all actions contemplated by, each of the Loan Documents to which it is a party, and all such action has been duly and validly authorized by all necessary corporate proceedings on its part. Without limiting the foregoing, the Borrower has the corporate power and authority to borrow pursuant to the Loan Documents to the fullest extent permitted hereby and thereby from time to time, and has taken all necessary corporate action to authorize such borrowings.

  • Organization; Requisite Power and Authority; Qualification Each of Holdings and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 4.1, (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and (c) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.

  • 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, 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.

  • 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.

  • 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; 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.

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