Organization, Standing, Power and Authority Sample Clauses

Organization, Standing, Power and Authority. The Buyer is a corporation duly organized and in good standing under the laws of the jurisdiction in which it is incorporated and in which it is doing business, and has full power and authority to execute, deliver and perform its obligations under this Agreement and each other agreement or document executed or to be executed by it in connection herewith, and to consummate the transactions contemplated hereby and thereby. The Buyer and each of its Affiliates that sign this Agreement and/or the Franchise Agreement meet all of the standards for, and requirements of, franchisees of PHI, including without limitation the standards set forth in the Manual (as defined in the Franchise Agreement) and the requirements set forth on Schedule 3.1 hereto. This Agreement has been, and each other agreement or document to be executed by the Buyer in connection herewith will be, duly executed and delivered by the Buyer and constitutes, or will constitute, a legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
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Organization, Standing, Power and Authority. Each of Intek and MUSA is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Intek and MUSA has all requisite corporate power and authority to make and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Intek or its assignee of any of the Acquired Assets, as the case may be, in connection with the consummation of the transactions contemplated by this Agreement and by the Intek Assignment Agreement (collectively with this Agreement, the "Intek Documents"). Except as set forth on Schedule 6.2(a), each of Intek and MUSA is duly qualified and authorized to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification (all of which jurisdictions are listed on Schedule 6.2(a) of the Intek Disclosure Schedules), except where the failure to be so qualified or authorized could not reasonably be expected to have a Material Adverse Effect on Intek or MUSA, as the case may be. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been, and prior to the Closing the execution of each of the other Intek Documents, and the consummation of the transaction contemplated thereby will be, duly approved by unanimous vote of the Special Committee of the Board of Directors of Intek and by the unanimous vote of the Board of Directors of MUSA, and no other corporate proceedings on the part of Intek or MUSA are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been, and prior to the Closing each of the other Intek Documents will be, duly executed and delivered by, and constitutes, or will constitute, a valid and binding obligation of, Intek and MUSA, to the extent that either is a party to such Intek Document, enforceable against Intek and MUSA in accordance with its terms, subject to the Bankruptcy Exception.
Sample 1
Organization, Standing, Power and Authority. Seller is a corporation ------------------------------------------- duly organized, validly existing and in good standing under the laws of the State of Florida, and each of the Purchased Subsidiaries is an entity duly organized and validly existing an in good standing under the laws of the country of its organization. Seller and each of the Purchased Subsidiaries has all requisite corporate or company power and authority to own, lease and operate its properties, to carry on its business as now being conducted, and Seller has, subject to the applicable provisions of bankruptcy law and to Seller's obtaining the Approval Order, all corporate power and authority to execute, deliver and perform this Agreement and all writings relating hereto. Seller has delivered, or has caused to be delivered, to Buyer complete and correct copies of each of the Seller's and each Purchased Subsidiaries' organizational documents, including all amendments thereto, as in effect as of the date of this Agreement.
Sample 1
Organization, Standing, Power and Authority. FSC is duly organized, validly existing and in good standing under the laws of the state of its organization, is qualified to do business and is in good standing in all jurisdictions in which it conducts its business, and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each other agreement or document executed or to be executed by FSC in connection herewith, and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each other agreement or document to be executed by FSC in connection herewith will be, duly executed and delivered by FSC and enforceable against FSC in accordance with its terms.
Sample 1
Organization, Standing, Power and Authority. FMS is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Florida. FMS has corporate power and authority to conduct its business as presently conducted by it and to enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement. FMS is duly qualified to do business as a foreign corporation doing business in each state in which it transacts business and where the failure to be so qualified and in good standing would have a material adverse effect on FMS or its business. FMS does not have an ownership interest in any corporation, partnership (general or limited), limited liability company or other entity, whether foreign or domestic (collectively such ownership interests including capital stock). The execution and delivery of this Agreement, the execution and delivery of each Closing Document to which FMS is a party, and the performance by FMS of its obligations thereunder, are within the powers of FMS, and have been authorized by all necessary action properly taken, have received all necessary governmental approvals, if any were required, and do not contravene or conflict with any current provision of any material law, any applicable judgment, ordinance, regulation or order of any court or governmental agency, the Articles of Incorporation, By-Laws Shareholder Agreement of FMS or any agreement binding upon FMS The FMS Shareholder and Officer executing this Agreement and Closing Documents are duly authorized to act on behalf of FMS.
Sample 1
Organization, Standing, Power and Authority. NPC is a corporation duly organized and in good standing under the laws of the jurisdiction in which it is incorporated and in which it is doing business, and has full power and authority to execute, deliver and perform its obligations under this Agreement and each other agreement or document executed or to be executed by it in connection herewith, and to consummate the transactions contemplated hereby and thereby. NPC meets all of the standards for, and requirements of, franchisees of PHI, including without limitation the standards set forth in the Manual (as defined in the Franchise Agreement) and the requirements set forth on Schedule 4.1 hereto. This Agreement has been, and each other agreement or document to be executed by NPC in connection herewith will be, duly executed and delivered by NPC and constitutes, _________________________
Sample 1
Organization, Standing, Power and Authority. MIC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. MIC has all requisite corporate power and authority to operate the U.S. LMR Distribution Business as it is now conducted, and to enter and perform its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by MIC in connection with the consummation of the transactions contemplated by this Agreement (together with this Agreement, the "MIC Documents"). MIC is duly qualified or authorized to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of the U.S. LMR Distribution Business or the ownership of its properties requires such qualification (all of which jurisdictions are listed on Schedule 6.1(a) of the MIC Disclosure Schedules), except where the failure to be so qualified or authorized could not reasonably be expected to have a Material Adverse Effect on the U.S. LMR Distribution Business or the Acquired Assets.
Sample 1
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Organization, Standing, Power and Authority. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own, lease, and operate all properties and assets to be owned or leased by it, and to conduct the business proposed to be conducted by it.
Sample 1
Organization, Standing, Power and Authority. NPC is a corporation duly organized and in good standing under the laws of the jurisdiction in which it is incorporated and in which it is doing business, and has full power and authority to execute, deliver and perform its obligations under this Agreement and each other agreement or document executed or to be executed by it in connection herewith, and to consummate the transactions contemplated hereby and thereby. NPC meets all of the standards for, and requirements of, franchisees of PHI, including without limitation the standards set forth in the Manual (as defined in the Franchise Agreement) and the requirements set forth on Schedule 4.1 hereto. This Agreement has been, and each other agreement or document to be executed by NPC in connection herewith will be, duly executed and delivered by NPC and constitutes, or will constitute, a legal, valid and binding obligation of NPC, enforceable against NPC in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
Sample 1

Related to Organization, Standing, Power and Authority

  • Organization, Standing and Authority Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all necessary corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

  • 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.

  • Organization and Good Standing; Power and Authority Each Ventas Entity and each Significant Subsidiary (A) is a corporation, partnership, limited liability company or real estate investment trust duly organized and validly existing under the laws of the jurisdiction of its organization, (B) has all requisite corporate, partnership, limited liability company or trust power and authority necessary to own its property and carry on its business as described in the Disclosure Package and the Prospectus, and (C) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary, except for any failures to be so qualified and in good standing that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

  • Incorporation; Power and Authority Buyer is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, with all necessary power and authority to execute, deliver and perform this Agreement.

  • 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; Standing; Power The Company and each of its Subsidiaries (i) 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, and (ii) has the requisite power and authority to own and use its properties and assets and to carry on its business as now being 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, would not reasonably be expected to have a Company Material Adverse Effect.

  • 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, Standing and Corporate Power Each of TopCo and Parent is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and each of Parent’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company prior to the execution of this Agreement a true and complete copy of (A) the Certificate of Limited Partnership of Parent (the “Parent Certificate of Partnership”) and the Third Amended and Restated Agreement of Limited Partnership of Parent (the “Parent Partnership Agreement”), (B) the organizational documents of TopCo, (C) the Certificate of Limited Partnership of ETP and the Agreement of Limited Partnership of ETP (the “ETP Partnership Agreement”), and (D) the Certificate of Limited Partnership of SXL and the Agreement of Limited Partnership of SXL (the “SXL Partnership Agreement”), in each case of clauses (A) through (D), as amended to and in effect as of the date of this Agreement. Upon the request of the Company, Parent will make available to the Company the comparable organizational documents of each of its other Subsidiaries, in each case as amended to and in effect as of the date of this Agreement.

  • Company Power and Authority Each Credit Party has the Company power and authority to execute, deliver and carry out the terms and provisions of the Documents to which it is a party and has taken all necessary Company action to authorize the execution, delivery and performance of the Documents to which it is a party. Each Credit Party has duly executed and delivered each Document to which it is a party and each such Document constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

  • 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).

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