Status of Companies Sample Clauses

Status of Companies. (a) The Companies are limited liability companies duly organized, validly existing, and in good standing under the laws of Arizona with full power and authority to carry on their businesses and to own, lease and operate their properties as and in the places where such business is conducted and such properties are owned, leased, or operated. (b) The Companies are duly qualified or licensed to do business and are in good standing in Arizona, which is the only jurisdiction in which the Companies’ operations or the character of the properties owned, leased, or operated by them makes such qualification or licensing necessary. (c) Seller has delivered to Purchaser complete and correct copies of the Companies’ articles of organization, as amended and in effect on the date hereof. The Companies are not in violation of any of the provisions of its articles of organization or other organizational documents.
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Status of Companies. Attach certificate of good standing for Santa Xxxx Water Company, LLC and Palo Verde Utilities Company, LLC
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Status of Companies. Unless all of the Obligations are properly classified as debt for U.S. federal income tax purposes, each Company is a corporation for U.S. federal income tax purposes. (dd) Equity Infusion. Not less than $750,000 in new cash equity shall have been contributed to Parent between October 1, 2007 and the Closing Date.
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Status of Companies. Unless all of the Obligations are properly classified as debt for U.S. federal income tax purposes, each Company is a corporation for U.S. federal income tax purposes.
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Status of Companies. (a) Each Company is duly organized, validly existing and in good standing under the laws of the State of Delaware and (i) has all requisite limited liability company power and authority to own, operate, use or lease its properties and assets and to carry on its business as it is now being conducted, and (ii) is duly qualified to do business and is in good standing in each of the jurisdictions in which the ownership, operation or leasing of its properties and assets and the conduct of its business requires it to be so qualified, licensed or authorized, except, in the case of clause (ii), where the failure to have such power and authority or to be so qualified, licensed or authorized would not, individually or in the aggregate, be reasonably likely to cause a Material Adverse Effect. (b) Neither Company, directly or indirectly, owns any interest in any corporation, partnership, limited liability company, limited partnership, joint venture or other business association or entity, foreign or domestic. (c) Each Company has made available to the Buyers a copy of the certificate of formation and limited liability company agreement of such Company, each copy being complete and correct and in full force and effect on the date hereof, and no amendment or modification of such documents has been filed, recorded or is pending or contemplated. Neither Company is in violation of any provision of its certificate of formation or limited liability company agreement.
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Status of Companies. Unless all of the Obligations are properly classified as debt for U.S. federal income tax purposes, each Company is a corporation for U.S. federal income tax purposes. (dd) Schedule 12(dd) lists a true and correct description of all Telecommunications Licenses and Telecommunications Contracts executed by, issued in the name of, or assigned or transferred to each Company and are in full force and effect and have been duly and validly executed by, issued in the name of, or validly assigned to, the applicable Company and true, complete and correct copies of each Telecommunications License have been delivered to the Agent. None of the Telecommunications Licenses is subject to any conditions or requirements that are not generally imposed by the FCC, applicable State PUC, or applicable Foreign Regulatory Authority upon holders of such Telecommunications Licenses. None of the Telecommunications Contracts contain any material terms or conditions that are inconsistent with the requirements of Sections 251 and 252 of the Telecommunications Act of 1996, 46 USC Section 151 et seq. The Telecommunications Licenses set forth on Schedule 12(dd) are the only material licenses, permits, authorizations, consents or approvals required from the FCC, any applicable State PUC, or Foreign Regulatory Authority for the operation of the telecommunications or communications businesses of the Company as those businesses are currently conducted.
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Status of Companies 
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Related to Status of Companies

  • Status of Parties The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.

  • Status of Consultant It is the intent of the parties that Consultant shall be considered an independent contractor and that Consultant, and anyone else for whom it is legally liable, shall not be considered employees, servants or agents of the City for any purpose. Furthermore, this Agreement shall not be construed to create a partnership or joint venture between the Consultant and the City. Neither Consultant nor any of its employees or contractors shall be eligible to participate in City’s industrial insurance, unemployment, disability, medical, dental, life or other insurance programs, or any other benefit or program that is sponsored, financed or provided by City for its employees. Consultant agrees that it shall be Consultant’s exclusive responsibility to pay all federal, state, or local payroll, social security, disability, industrial insurance, self-employment insurance, income and other taxes and assessments related to this Agreement. Neither FICA (Social Security), FUTA (Federal Employment), nor local, state or federal income taxes will be withheld from payments to Consultant. Consultant shall at Consultant’s expense pay and be fully liable and responsible for, and indemnity and hold harmless City from, any assessments, fines or penalties relating to Consultant’s failure to uphold any of these responsibilities.

  • Status of Contracts Except as set forth in Schedule 5.17, each of the Seller Agreements constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except for those Seller Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party has fulfilled and performed in all material respects its obligations under each of the Seller Agreements, and each Seller Party is not in, or alleged to be in, material breach or default under, nor to the Knowledge of Seller is there or is there alleged to be any basis for termination of, any of the Seller Agreements. To the Knowledge of Seller, (i) no other party to any of the Seller Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or by any such other party. No Seller Party is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements have heretofore been made available to Buyer by Seller.

  • STATUS OF CONTRACTOR 20 CONTRACTOR is, and shall at all times be deemed to be, an independent contractor and shall be 21 wholly responsible for the manner in which it performs the services required of it by the terms of this 22 Agreement. CONTRACTOR is entirely responsible for compensating staff, subcontractors, and 23 consultants employed by CONTRACTOR. This Agreement shall not be construed as creating the 24 relationship of employer and employee, or principal and agent, between COUNTY and CONTRACTOR 25 or any of CONTRACTOR’s employees, agents, consultants, or subcontractors. CONTRACTOR 26 assumes exclusively the responsibility for the acts of its employees, agents, consultants, or 27 subcontractors as they relate to the services to be provided during the course and scope of their 28 employment. CONTRACTOR, its agents, employees, consultants, or subcontractors, shall not be 29 entitled to any rights or privileges of COUNTY employees and shall not be considered in any manner to 30 be COUNTY employees. 31

  • Status of Seller The Seller is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Seller is not subject to regulation as a “holding company”, an “affiliate” of a “holding company”, or a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Status of Employees The employees involved in a job sharing arrangement will be classified as regular part-time and will be covered by the provisions of the applicable Collective Agreement.

  • Status of the Company The Members acknowledge that this Agreement creates a partnership for federal income tax purposes. Furthermore, the Members hereby agree not to elect to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute.

  • Status of the Parties The parties are independent contractors. Nothing in this Agreement is intended to or shall be construed to constitute or establish any agency, joint venture, partnership or fiduciary relationship between the parties, and neither party has the right or authority to bind the other party nor shall either party be responsible for the acts or omissions of the other.

  • Status of RIC and BDC The Borrower shall at all times maintain its status as a RIC under the Code, and as a “business development company” under the Investment Company Act.

  • Incorporation and Good Standing of the Company and its Subsidiaries The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. Each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

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