Organization, Authority and Qualification Sample Clauses

Organization, Authority and Qualification. (a) The Company and each of its Post-closing Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of incorporation, and in good standing in all jurisdictions in which the failure to qualify or be in good standing could materially adversely affect the consummation or the validity of the transactions provided for in this Agreement. (b) The Company has full corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement and will have taken all corporate action necessary to execute and deliver the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder. This Agreement has been, and each of the Ancillary Agreements to which the Company is a party will be, duly authorized, executed and delivered by the Company; and, assuming due authorization, execution and delivery by all other parties to such agreement, each of this Agreement and such Ancillary Agreements constitutes or will constitute, as the case may be, the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, including the exercise of judicial discretion in connection therewith except that no representation or warranty is made regarding the indemnification and contribution provisions of this Agreement or the Registration Rights Agreement. (c) Each of the Company's Post-closing Subsidiaries will have full corporate power and authority and will have taken all corporate action necessary to execute and deliver each of the Ancillary Agreements to which it is a party and to perform its obligations thereunder. Each of the Ancillary Agreements to which any of the Company's Post-closing Subsidiaries is a party will be duly authorized, executed and delivered by the appropriate Post-closing Subsidiary of the Company and, assuming due authorization, execution and delivery by all other parties to such agreement, will constitute the valid and legally binding obligation of such Post-closing Subsidiary of the Company, enforceable against such Post-closing Subsidiary in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability rel...

Organization, Authority and Qualification. (a) Each Seller is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization or formation, as the case may be. Each Seller has all requisite corporate or similar power and authority to execute and deliver this Agreement and to perform its obligations hereunder and the execution, delivery and performance by each Seller of this Agreement have been duly authorized by all necessary corporate or other similar action on the part of each Seller. This Agreement constitutes a valid and legally binding obligation of each Seller, enforceable against each Seller in accordance with its terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights (the “Bankruptcy and Equity Exception”). (b) Each Company and Company Subsidiary is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization or formation, as the case may be, and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. The Sellers have made available to Buyer complete and correct copies of each Company’s and Company Subsidiary’s governing documents, each as amended to the date hereof, and each as so made available is in full force and effect. Schedule 3.1(b) contains a true and complete list of each jurisdiction where each Company and Company Subsidiary is organized and qualified to do business. (c) The authorized and issued equity of each Company and Company Subsidiary as of the date hereof is as set forth on Schedule 3.1(c). The Shares have been duly authorized, are validly issued, fully paid and nonassessable and are owned of record and beneficially by the Sellers as set forth on Schedule 3.1(c) free and clear of any Encumbrances, other than those Encumbrances under the Credit Agreement. Upon the Closing, the Sellers will convey to Buyer all of the Shares, and such conveyance will be free and clear of any Encumbrances, other than those ...

Organization, Authority and Qualification. Each of Parent and Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Each of Parent and Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified would not prevent or materially delay the ability of Parent or Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The execution and delivery of this Agreement by each of Parent and Purchaser, the performance by each of Parent and Purchaser of its obligations hereunder and the consummation by each of Parent and Purchaser of the transactions contemplated hereby have been duly authorized by all requisite action on the part of each of Parent and

Organization, Authority and Qualification of the Stockholder. The Stockholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The Stockholder is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified would not prevent or materially delay the ability of the Stockholder to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The execution and delivery of this Agreement by the Stockholder, the performance by the Stockholder of its obligations hereunder and the consummation by the Stockholder of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Stockholder. This Agreement has been duly and validly executed and delivered by the Stockholder and (assuming due authorization, execution and delivery by Parent and Purchaser) this Agreement constitutes a legal, valid and binding obligation of the Stockholder enforceable against the Stockholder in accordance with its terms.

Organization, Authority and Qualification. (a) Each of Newmark and the Newmark Member (i) is duly organized and validly existing as a limited liability company and is in good standing under the laws of the jurisdiction of its organization and (ii) has all necessary power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party, the performance of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of Newmark and the Newmark Member and no other action by the Newmark or the Newmark Member is necessary to authorize the transactions contemplated hereby or thereby or to consummate such transactions. (b) Each of Newmark and the Newmark Member (i) has all necessary power and authority to own, operate or lease the properties and assets owned, operated or leased by such company and to carry on its business as is currently conducted by such company and (ii) is duly licensed or qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary. (c) This Agreement has been, and upon its execution and the execution of the applicable Ancillary Agreements shall be, duly executed and delivered by each of Newmark and the Newmark Member, and (assuming due authorization, execution and delivery by the other parties thereto) this Agreement constitutes, and upon its execution each of the applicable Ancillary Agreements shall constitute, a legal, valid and binding obligation of each of Newmark and the Newmark Member, enforceable against each of such party in accordance with their respective terms.

Organization, Authority and Qualification. The Assignee is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the Transactions. The execution and delivery by the Assignee of this Agreement, the performance by the Assignee of its obligations hereunder and the consummation by the Assignee of the Transactions have been duly authorized by all requisite action on the part of the Assignee and its stockholder.

Organization, Authority and Qualification. (a) Each of St. Xxxx and the St. Xxxx Pre-Closing Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and in good standing in all jurisdictions in which the failure to qualify or be in good standing could materially adversely affect the consummation or the validity of the transactions provided for in this Agreement or any of the Ancillary Agreements.

Organization, Authority and Qualification. (a) Each of ML & Co. and MLCS is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and each has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each of ML & Co. and MLCS is duly qualified to do business and is in good standing in the States of the United States and foreign jurisdictions where its ownership or leasing of property or the conduct of the Business requires it to be so qualified, except where such failure to be qualified is not material to the Business. The execution and delivery of this Agreement and the Ancillary Agreements by the Sellers, the performance by the Sellers of their obligations hereunder and thereunder and the consummation by the Sellers of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Sellers. This Agreement has been, and upon their execution the Ancillary Agreements shall have been, duly executed and delivered by the Sellers, and (assuming due authorization, execution and delivery by the Purchasers) this Agreement constitutes, and upon their execution the Ancillary Agreements shall constitute, legal, valid and binding obligations of the Sellers enforceable in accordance with their respective terms except as such enforceability may be limited by bankruptcy, receivership, moratorium, conservatorship, reorganization or other laws of general application affecting the rights of creditors generally or by general principles of equity. (b) As a result of its ownership and operation of the Business, MLCS is not required to register as an "investment adviser" within the meaning of Section 202(a)(ii) of the Investment Advisers Act of 1940, as amended (the "ADVISERS ACT"), or any similar state Law, nor is MLCS required to register as a "commodity trading advisor", "commodity pool operator", "introducing broker" or "futures commission merchant" within the meaning of Section 1 (a) of the Commodity Exchange Act, as amended (the "COMMODITY EXCHANGE ACT"), or any similar state Law. MLCS is not an "investment company" (nor is MLCS required to register as an "investment company") under the Investment Company Act of 1940, as amended.

Organization, Authority and Qualification. (a) Each member of the ACE Group is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or the laws under which it currently exists, and in good standing in all jurisdictions in which the failure to qualify or be in good standing could materially adversely affect the consummation or the validity of the transactions provided for in this Agreement or any of the Ancillary Agreements. (b) Each member of the ACE Group that is a party to this Agreement has full corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement and each member of the ACE Group will have taken all corporate action necessary to execute and deliver the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder. This Agreement has been, and each of the Ancillary Agreements will be, duly authorized, executed and delivered by each member of the ACE Group that is a party hereto and thereto and, assuming due authorization, execution and delivery by all other parties to such agreement, each of this Agreement and such Ancillary Agreements constitutes or will constitute, as the case may be, the valid and legally binding obligation of such member of the ACE Group, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Organization, Authority and Qualification. Buyer is a corporation duly incorporated, validly existing and in good standing under the Laws of Canada and has all necessary corporate power and authority to enter into, execute and deliver this Agreement, the Ancillary Agreements to which it is a party and any document, instrument or certificate contemplated by this Agreement or the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is a party. The execution and delivery by Buyer of this Agreement and the Ancillary Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been, and upon their execution each of the Ancillary Agreements to which Buyer is a party will be, duly and validly executed and delivered by Buyer, and, assuming due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement is, and each of the Ancillary Agreements to which Buyer is a party will be, a legal, valid and binding obligation of Buyer, enforceable against it in accordance with its terms.