1Due Organization Clause Samples
The 'Due Organization' clause establishes that a party to the agreement is properly formed, validly existing, and in good standing under the laws of its jurisdiction. This typically means the party is a legally recognized entity, such as a corporation or LLC, and has met all necessary legal requirements to conduct business. By including this clause, the agreement ensures that each party has the legal capacity to enter into and perform its obligations, thereby reducing the risk of unenforceable contracts due to organizational defects.
1Due Organization. Buyer is a private limited company duly organized, validly existing and in good standing under the laws of United Kingdom.
1Due Organization. Borrower is a corporation duly organized and validly existing in good standing under the laws of the jurisdiction of its incorporation, and is duly qualified to conduct business and is in good standing in each other jurisdiction in which its business is conducted or its properties are located, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.
1Due Organization. Seller is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. Seller is qualified or licensed to do business as a foreign corporation, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have, and would not reasonably be expected to have a Material Adverse Effect.
1Due Organization. The Company is duly organized, validly existing and in good standing (tax and otherwise) under the laws of the State of Delaware. The Company has full corporate power and authority necessary to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.
1Due Organization. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation.
1Due Organization. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all necessary corporate power and authority: (a) to conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its obligations under all Contracts by which it is bound, except where any such failure does not and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
1Due Organization. Buyer is a Delaware corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with all requisite corporate power and authority to own its properties and conduct its business as currently conducted. Merger Sub is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with all requisite limited liability company power and authority to own its properties and conduct its business as currently conducted.
1Due Organization. Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware. Purchaser Parent is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware. Purchaser and Purchaser Parent are each qualified, authorized, registered or licensed to do business as a foreign company in each jurisdiction in which the nature or conduct of its business or the ownership, leasing or operation of its properties and other assets requires it to be so qualified, licensed and in good standing, except for those jurisdictions where failure to be so qualified or in good standing (i) has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) would not reasonably be expected to prevent or materially hinder or delay any of the Transactions or affect the ability of Purchaser Parent or Purchaser to timely perform its obligations under this Agreement or any of the Transactional Agreements.