Organization; Valid Existence; Capitalization Sample Clauses

Organization; Valid Existence; Capitalization. Seller is a national banking association duly organized and validly existing under the laws of the United States of America, with full power and authority to conduct its business as it is now being conducted, to own or use the properties or assets that it purports to own or use. Each of the Joint Venture Entities and the Subsidiary is duly organized and validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full corporate or entity power and authority to conduct its business as it is now being conducted, to own or use the properties or assets that it purports to own or use. Each of the Joint Venture Entities and the Subsidiary is duly qualified or otherwise authorized in all material respects as a foreign corporation to conduct its business and is in good standing in each jurisdiction where such authorization or qualification is required for the conduct of its business or the ownership of its assets, except where the failure to qualify would not have a material adverse effect on the operation of the business of the Joint Venture Entities or the Subsidiary. True, complete and correct copies of the organizational documents of each of the Joint Venture Entities and the Subsidiary as of the date of this Agreement have been previously made available to Purchaser. FT/E Mortgage is the general partner of TCS. JV Mortgage is the general partner of TMS. Section 5.1 of the Disclosure Memorandum sets forth a complete and accurate list of each Joint Venture Entity’s and the Subsidiary’s authorized equity interests and the number of equity units or shares which are issued and outstanding. No shares or equity units of any other class or series of equity any of the Joint Venture Entities or the Subsidiary are authorized, issued or outstanding. All of the shares or units of equity of each of the Joint Venture Entities and the Subsidiary have been duly and validly authorized and issued, and are fully paid and nonassessable. Seller owns of record and beneficially the shares or units of equity of each of the Joint Venture Entities and the Subsidiary listed in Section 5.1 of the Disclosure Memorandum free and clear of all Liens, including without limitation, any agreement, understanding or restriction affecting the voting rights or other incidents of record or beneficial ownership pertaining to the equity, other than the requirement to obtain the Consent of the other owners of the Joint Venture Entities prior to transfer of a...
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Related to Organization; Valid Existence; Capitalization

  • Organization, Existence, etc The Buying Corporation is a corporation duly organized, validly existing and in good standing under the laws of the state of Minnesota and has the power to carry on its business as it is now being conducted.

  • Organizational Existence Except as otherwise permitted by Section 3.6, each Credit Party will and will cause its Subsidiaries to at all times preserve and keep in full force and effect its organizational existence and all rights and franchises material to its business.

  • Organization, Good Standing, Etc Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrowers, to make the borrowings hereunder, and to execute and deliver each Loan Document to which it is a party, and to consummate the transactions contemplated thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect.

  • Organization, Existence and Good Standing The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware.

  • Organization, etc The Purchaser has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to execute and deliver this Agreement and to perform the terms and provisions hereof.

  • Organization; Power Each of Holdings, the Borrower and the Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority and all governmental rights, qualifications, approvals, authorizations, permits, accreditations, Reimbursement Approvals, licenses and franchises material to the business of the Borrower and the Subsidiaries taken as a whole that are necessary to own its assets, to carry on its business as now conducted and as proposed to be conducted and to execute, deliver and perform its obligations under each Loan Document to which it is a party and (c) except where the failure to do so, individually or in the aggregate, is not reasonably likely to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

  • Organization and Existence Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

  • 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.

  • Organization; Good Standing The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Organization, Good Standing, Power, Etc The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. This Agreement and the Other Buyer Agreements and the transactions contemplated hereby and thereby have been duly approved by all requisite corporate action. The Buyer has full corporate power and authority to execute, deliver and perform this Agreement and the Other Buyer Agreements, and this Agreement constitutes, and the Other Buyer Agreements will when executed and delivered constitute, the legal, valid and binding obligations of the Buyer, and shall be enforceable in accordance with their respective terms against the Buyer.

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