ORGANIZATION, STANDING AND QUALIFICATION; SUBSIDIARIES Sample Clauses

ORGANIZATION, STANDING AND QUALIFICATION; SUBSIDIARIES. (a) Each of Seller and the Transferred Entities is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, has all requisite corporate 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 conducted by it or the ownership or leasing of its properties makes such qualification necessary, other than where the failure to be duly qualified and in good standing would not have a Material Adverse Effect.
Sample 1
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ORGANIZATION, STANDING AND QUALIFICATION; SUBSIDIARIES. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite power and authority and is entitled to own, lease and operate its properties and to carry on its business as and in the places such properties are now owned, leased or operated and where such business is presently conducted. Seller is qualified to do business and is in good standing in each state or jurisdiction listed in Schedule 5.1 of the Disclosure Schedule delivered by Seller in connection and concurrently with the execution and delivery of this Agreement (the "Disclosure Schedule"), which states constitute all states in which the failure to be so qualified could have a material adverse effect on the condition (financial or otherwise), business, properties, assets, liabilities, prospects or results of the operations of Seller. The copies of the Certificate of Incorporation and By-Laws of Seller delivered by Seller to Buyer are complete and correct.
Sample 1
ORGANIZATION, STANDING AND QUALIFICATION; SUBSIDIARIES. (a) The Company and each of its its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate or other power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company and each of its subsidiaries is duly qualified or licensed to do business and in good standing in each jurisdiction in which its property is owned, leased or operated or the nature of the business conducted by it makes such qualification or licensing necessary. None of the subsidiaries or Affiliates of the Company has any material assets used in connection with the business of the Company. The Company has delivered to Parent or its counsel complete and correct copies of its and each of its subsidiaries' certificate of incorporation and bylaws, or other governing documents, as currently in effect.
Sample 1
ORGANIZATION, STANDING AND QUALIFICATION; SUBSIDIARIES. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite power and authority and is entitled to own, lease and operate its properties and to carry on its business as and in the places such properties are now owned, leased or operated and where such business is presently conducted. Seller is qualified to do business and is in good standing in each state or jurisdiction listed in Schedule 5.1, which states constitute all states in which the failure to be so qualified could have a material adverse effect on the condition (financial or otherwise), business, properties, assets, liabilities, prospects or results of the operations of Seller. The copies of the Certificate of Incorporation and By-Laws of Seller delivered by Seller to Buyer are complete and correct. No part or aspect of the Business has been conducted through any direct or indirect subsidiary or any direct or indirect affiliate of Seller.
Sample 1
ORGANIZATION, STANDING AND QUALIFICATION; SUBSIDIARIES. (a) Each of Pop Factory and the Subsidiaries is a limited liability company validly existing under the laws of the State of Florida. Neither Pop Factory nor any of the Subsidiaries is required to be qualified to do business in any other jurisdiction in connection with the operation of the Business. Each of Pop Factory and the Subsidiaries has all requisite limited liability company power and authority and is entitled to own, lease, and operate its properties and to carry on its Business as and in the places such properties are now owned, leased or operated and where such Business are presently conducted. The copies of the articles of organization and operating agreement of Pop Factory and the copies of the articles of organization of each of the Subsidiaries attached to Schedule 3.1(a) hereto are true, complete and correct copies in all material respects of such documents as in effect on the date hereof.
Sample 1
ORGANIZATION, STANDING AND QUALIFICATION; SUBSIDIARIES. (a) AVS and each of its subsidiaries is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite corporate or other power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. AVS and each of its subsidiaries is duly qualified or licensed to do business and in good standing in each jurisdiction in which its property is owned, leased or operated or the nature of the Business conducted by it makes such qualification or licensing necessary. Section 2.1 of the AVS Disclosure Schedule lists all lines of business constituting the Business, the names (registered or otherwise) in which AVS does business, the complete and correct list of all AVS's subsidiaries and their respective jurisdictions of incorporation or organization (such list to include the ownership structure of each subsidiary and the jurisdictions in which each AVS subsidiary is doing business and whether each subsidiary is qualified or licensed to do business in such jurisdictions) and the names and titles of all officers and directors of AVS. AVS has not engaged in lines of business other than the Business in the past. AVS has delivered to MUSE or its counsel complete and correct copies of its certificate of incorporation and bylaws, as currently in effect, and has heretofore made available to MUSE a complete and correct copy of the charter and bylaws of each of its subsidiaries, as currently in effect.
Sample 1
ORGANIZATION, STANDING AND QUALIFICATION; SUBSIDIARIES. (a) KSG and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate or other power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. KSG and each of its subsidiaries is duly qualified or licensed to do business and in good standing in each jurisdiction in which its property is owned, leased or operated or the nature of the Business conducted by it makes such qualification or licensing necessary. Section 5.1 of the Sellers' Disclosure Schedule lists all lines of business constituting the Business, the names (registered or otherwise) in which KSG does business, the complete and correct list of all of the Principals' Affiliates and KSG's subsidiaries and their respective jurisdictions of incorporation or organization (such list to include the ownership structure of each entity and the jurisdiction in which each entity is doing business and whether each is qualified or licensed to do business in such jurisdiction), and the names and titles of all officers and directors of KSG. KSG has delivered to the Buyer or its counsel complete and correct copies of its and each of its subsidiaries' certificate of incorporation and bylaws, as currently in effect.
Sample 1
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Related to ORGANIZATION, STANDING AND QUALIFICATION; SUBSIDIARIES

  • Organization and Qualification; Subsidiaries Each of Parent and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and Approvals would not reasonably be expected to have a Material Adverse Effect. Each of Parent and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not reasonably be expected to have a Material Adverse Effect. A true and complete list of all of Parent's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock owned by Parent or another subsidiary, is set forth in Section 2.01 of Parent Disclosure Schedule (which Section may be provided to the Company no later than five (5) business days after the date hereof). Except as set forth in Section 2.01 of Parent Disclosure Schedule or the Parent SEC Reports (as defined below), Parent 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 entity, with respect to which interest Parent has invested or is required to invest $3,000,000 or more, excluding securities in any publicly traded company held for investment by Parent and comprising less than five percent of the outstanding stock of such company.

  • Organization, Standing and Qualification (a) FTN Financial Capital Markets is a division of First Tennessee Bank National Association, a national banking association duly organized, validly existing and in good standing under the laws of the United States, with full power and authority to own, lease and operate its properties and conduct its business as currently being conducted. FTN Financial Capital Markets is duly qualified to transact business as a foreign corporation and is in good standing in each other jurisdiction in which it owns or leases property or conducts its business so as to require such qualification and in which the failure to so qualify would, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business, prospects or results of operations of FTN Financial Capital Markets.

  • Due Organization and Qualification; Subsidiaries (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) 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 Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

  • Organization, Standing and Power; Subsidiaries (a) Each of the Company and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, and is duly qualified or licensed to do business and is in good standing as a foreign entity in each jurisdiction in which the failure to be so qualified or licensed or to be in good standing could, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

  • Organization, Good Standing 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 now 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 on its business or properties.

  • Organization, Power and Qualification Bank is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America and has full corporate power and authority to enter into this Agreement and to carry out the provisions of this Agreement. Bank is duly qualified and in good standing to do business in all jurisdictions where such qualification is necessary for Bank to carry out its obligations under this Agreement.

  • 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, Standing and Power Each of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing 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. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

  • Organization and Qualification The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

  • Corporate Organization, Standing and Power Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada; and Merger Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Each of Parent and Merger Subsidiary has all corporate power and authority to own its properties and to carry on its business as now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified would have a Material Adverse Effect on Parent and Merger Subsidiary. Parent owns all of the outstanding capital stock of Merger Subsidiary. Parent does not own or control any capital stock of any corporation or any interest in any partnership, joint venture or other entity, other than Merger Subsidiary.

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