DUE INCORPORATION AND QUALIFICATION definition

DUE INCORPORATION AND QUALIFICATION. The CLIENT has been duly incorporated, is validly existing and is in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation (except where the failure to so qualify would not have a material adverse effect on the business of the CLIENT) for the transaction of business and is in good standing in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification. The CLIENT has all requisite corporate power and authority necessary to own or hold its properties and conduct its business as put forth to CONSULTANT by the CLIENT.
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Related to DUE INCORPORATION AND QUALIFICATION

  • Certification of Incorporation means the restated certificate of incorporation of the Corporation, as it may be amended from time to time, and shall include this Certificate of Designations.

  • Parent Bylaws means the Bylaws of Parent.

  • Incorporation means applying manure using injection, disking into the soil, tilling the soil after application, or using other practices that result in at least 50 percent of the manure being placed below the ground surface within 24 hours of application and prior to rainfall.

  • Company Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company as amended and restated and as in effect as of the date hereof.

  • Amended and Restated Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company, as in effect as of the Effective Date.

  • Organizational Limited Partner means Xxxxx X. Xxxxxxx.

  • Member in Good Standing means a member in service who is not subject to removal by the employing city of the member pursuant to section 400.18 or 400.19, or other comparable process, and who is not the subject of an investigation that could lead to such removal. Except as specifically provided pursuant to section 411.9, a person who is restored to active service for purposes of applying for a pension under this chapter is not a member in good standing.

  • State of Incorporation means Delaware.

  • Company Bylaws means the bylaws of the Company, as amended.

  • Articles of Incorporation means the Articles of Incorporation of the Company, as amended from time to time.

  • Restated Certificate of Incorporation means the Restated Certificate of Incorporation of the Company, as amended.

  • Parent organization means the entity named in Item I. of the Policy Declarations.

  • Parent Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Parent to the Company.

  • Certificate of organization means the certificate required by section 489.201. The term includes the certificate as amended or restated.

  • Purchaser Disclosure Schedule means the disclosure schedule of Purchaser delivered to Seller in connection with the execution and delivery of this Agreement.

  • Company Charter means the certificate of incorporation of the Company, as amended.

  • In good standing means a person who has not resigned or been suspended from membership or registration or had membership or registration revoked;

  • Company Disclosure Schedule means the disclosure schedule of the Company referred to in, and delivered pursuant to, this Agreement.

  • MergerSub has the meaning set forth in the Preamble.

  • Parent Disclosure Letter means the disclosure letter delivered by Parent to the Company simultaneously with the execution of this Agreement.

  • Purchaser Disclosure Letter means the disclosure letter delivered by the Purchaser to the Company at the time of execution hereof.

  • Data qualifier means a specified character (or string of characters) that immediately precedes a data field that defines the general category or intended use of the data that follows.