VALID CORPORATE EXISTENCE; QUALIFICATIONS Sample Clauses

VALID CORPORATE EXISTENCE; QUALIFICATIONS. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado. The Purchaser has the corporate power and authority to carry on its business as now being conducted. There is no jurisdiction in which failure to qualify would have a material adverse effect on the Purchaser or its assets, properties or business. A copy of the Purchaser's Certificate of Incorporation (certified by the appropriate official of the State of Colorado) and by-laws and minute books (certified by the Purchaser's Secretary), as amended to date, which will be delivered to the Shareholders and Seller at or prior to the Closing, are true and complete copies of those documents as now in effect. The minute books of the Purchaser contain accurate records of all meetings of its Board of Directors, and stockholders since its inception, and accurately reflect all transactions referred to therein.
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VALID CORPORATE EXISTENCE; QUALIFICATIONS. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Purchaser has the corporate power and authority to carry on its business as now being conducted. There is no jurisdiction in which failure to qualify would have a material adverse effect on the Purchaser or its assets, properties or business. A copy of the Purchaser's Articles of Incorporation and Certificate of Good Standing, by-laws and minute books (certified by the Purchaser's Secretary), as amended to date, which will be delivered to the Shareholder and Seller at or prior to the Closing, are true and complete copies of those documents as now in effect. The minute books of the Purchaser contain accurate records of all meetings of its Board of Directors, and stockholders since its inception, and accurately reflect all transactions referred to therein.
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VALID CORPORATE EXISTENCE; QUALIFICATIONS. SGI and SI ("the Companies") are corporations duly organized, validly existing and in good standing under the laws of the State of California and Nevada, respectively. Each of the Companies has the corporate power to carry on its business as now conducted and to own its assets. Each company is duly qualified to conduct business and is in good standing as a foreign corporation in those jurisdictions set forth in Exhibit 3.1, which are the only jurisdictions in which the Companies are required to qualify in order to own their assets or properties or to carry on its business as now conducted, and there has not been any claim by any other jurisdiction to the effect that either Company is required to qualify or otherwise be authorized to do business as a foreign corporation therein which could reasonably be expected to have a materially adverse effect upon the business of SI. The copies of the Companies' Certificates of Incorporation (certified by the Corporation's secretary), as amended to date, which have been exhibited to UNICO with respect to SGI and delivered to UNICO with respect to SI, are true and complete copies of those documents as now in effect. The minute books of SGI and SI contain accurate records of all material meetings of its Board of Directors, Executive Committee of the Board, if any, and shareholders since its incorporation, and accurately reflect all transactions authorized therein.
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Related to VALID CORPORATE EXISTENCE; QUALIFICATIONS

  • Corporate Existence and Qualification Take the necessary steps to preserve its corporate existence and its right to conduct business in all states in which the nature of its business requires qualification to do business;

  • Preservation of Corporate Existence, Etc Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(b) and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lenders.

  • Corporate Existence, Etc Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

  • Preservation of Corporate Existence The Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.

  • Existence, Qualification and Power Each Loan Party and each Subsidiary thereof (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

  • Corporate Existence and Power It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

  • Corporate Existence and Standing Each of the Company and the Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted and where the failure to have such authority would reasonably be expected to have a Material Adverse Effect.

  • Corporate Existence So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

  • Due Qualification and Good Standing The Borrower is in good standing in the State of Delaware. The Borrower is duly qualified to do business and, to the extent applicable, is in good standing in each other jurisdiction in which the nature of its business, assets and properties, including the performance of its obligations under this Agreement, the other Facility Documents to which it is a party and its Constituent Documents, requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.

  • Organization; Good Standing; Qualification and Power The Contributed Subsidiaries are all of the subsidiaries of the Contributed Companies or any of their direct or indirect subsidiaries. Each of the Contributed Companies, and the Contributed Subsidiaries and each of the Contributing Companies is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, has all requisite corporate power and authority to own, lease and operate any and all of the Group Assets held by such company and for the Conduct of the Group Business as now being conducted by such company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not have a Material Adverse Effect on the Group Business. SCO has delivered to Caldera or its counsel complete and correct copies of the charter documents of the Contributed Companies and the Contributed Subsidiaries. Except for the Contributed Subsidiaries, none of the Contributed Companies nor any of the Contributed Subsidiaries owns, directly or indirectly, any capital stock or other equity interest of any corporation or has any direct or indirect equity or ownership interest in any other business, whether organized as a corporation, partnership, joint venture or otherwise.

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