Organized and Existing Clause Samples
The "Organized and Existing" clause serves to confirm that a party to the agreement is legally established and currently operating under the laws of its jurisdiction. Typically, this clause requires each party to affirm that it is duly incorporated, registered, or otherwise validly formed and in good standing, such as a corporation, LLC, or partnership. By including this clause, the agreement ensures that all parties have the legal capacity to enter into and perform their obligations, thereby reducing the risk of unenforceable contracts due to a party's lack of legal existence or authority.
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Organized and Existing. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Kansas, and Buyer is qualified and in good standing to do business as a foreign corporation in each state or other jurisdiction where its business requires such qualification and where the failure to be so qualified and in good standing would not reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any other Transaction Document or the legality, validity or enforceability of this Agreement or any other Transaction Document.
Organized and Existing. Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and Guarantor is qualified and in good standing to do business as a foreign corporation in each state or other jurisdiction where its business requires such qualification and where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect.
Organized and Existing. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and Seller is qualified and in good standing to do business as a foreign corporation in each state or other jurisdiction where its business requires such qualification and where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect. Seller’s corporate identification number in the State of Delaware is 0701203. Seller’s chief executive office and principal place of business are located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
Organized and Existing. Viisage is a corporation duly organized, ---------------------- validly existing and in good standing under the laws of Massachusetts, and Viisage is duly qualified and in good standing as a foreign corporation authorized to do business in each state or jurisdiction where such qualification is necessary.
Organized and Existing. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois, and Seller is qualified and in good standing to do business as a foreign corporation in each state or other jurisdiction where its business requires such qualification and where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect. Seller’s corporate identification number in the State of Illinois is 57878207. Seller’s chief executive office and principal place of business are located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
Organized and Existing. Hologic is a corporation duly organized, ---------------------- validly existing and in good standing under the laws of Delaware; and Hologic is duly qualified and in good standing as a foreign corporation authorized to do business in each state or jurisdiction where such qualification is necessary.
Organized and Existing. CCA is a limited liability company, duly organized, validly existing and in good standing under the laws of Virginia, and is duly qualified and in good standing as a foreign corporation authorized to do business in each state or jurisdiction where such qualification is necessary. NERCOMP is a corporation duly organized, validly existing and in good standing under the laws of Connecticut, and is duly qualified and in good standing as a foreign corporation authorized to do business in each state or jurisdiction where such qualification is necessary.
Organized and Existing. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of New York, and Seller is qualified and in good standing to do business as a foreign corporation in each state or other jurisdiction where its business requires such qualification and where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect. Seller’s chief executive office and principal place of business are located at ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
Organized and Existing. Federal Signal is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and Federal Signal is qualified and in good standing to do business as a foreign corporation in each state or other jurisdiction where its business requires such qualification and where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect.