Corporate Existence, Power and Authorization Sample Clauses

Corporate Existence, Power and Authorization. Borrower and each Subsidiary is duly organized, validly existing and in good standing under the laws of the state of its organization, and is duly qualified to conduct business in each jurisdiction in which its business is conducted. The execution, delivery and performance of all Loan Documents executed by Borrower are within Borrower's powers and have been duly authorized by the Board of Directors of Borrower and do not require any consent or approval of the stockholders of Borrower.
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Corporate Existence, Power and Authorization. Company (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and (b) has the corporate or other necessary power and authority, and the legal right to own and operate its property and to conduct the business in which it is currently engaged. Company has the corporate or other necessary power and authority, and the legal right to make, deliver and perform the Note and this Agreement. Company has taken all corporate or other action necessary to authorize the execution, delivery and performance of the Note and this Agreement.
Sample 1
Corporate Existence, Power and Authorization. Debtor's state of incorporation is recited in the opening paragraph of this Security Agreement; Debtor is duly organized, legally existing and in good standing under the laws of such state; Debtor is duly qualified as a foreign corporation in all jurisdictions wherein the Collateral is located and where Debtor's obligations which give rise to any of the Accounts, General Intangibles or Related Rights are to be performed; Debtor is duly authorized and empowered to execute, deliver and perform the instruments evidencing any of the Indebtedness and this Security Agreement; and all corporate action on Debtor's part requisite for the due execution, delivery and performance of such instruments and this Security Agreement has been duly and effectively taken.
Sample 1
Corporate Existence, Power and Authorization. It is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement and the consummation of the Transactions have been duly authorized by its Board of Directors and no further corporate actions or proceedings on its part are necessary to authorize the execution and delivery of this Agreement, the performance of the obligations hereunder or the consummation of the Transactions. It has duly executed and delivered this Agreement and this Agreement constitutes its valid and binding obligation (assuming due execution and delivery by the other parties hereto) enforceable against it in accordance with its terms, except insofar as enforceability may be limited by bankruptcy, insolvency, moratorium or other laws which affect creditors' rights and remedies generally and by principles of equity. Upon the Closing, the other documents to be executed and delivered by it shall be duly executed and delivered by it and shall constitute its valid and binding obligations (assuming due execution and delivery by the other parties thereto), enforceable against it in accordance with their respective terms, except insofar as enforceability may be limited by bankruptcy, insolvency, moratorium or other laws which affect creditors' rights and remedies generally and by principles of equity.
Sample 1
Corporate Existence, Power and Authorization. . . . 49 4.2 No Conflicts; Consents and Approvals. . . . . . . . 50 4.3 Governmental Authorizations; Compliance with Law. . 51 4.4 Assets. . . . . . . . . . . . . . . . . . . . . . . 52 4.5
Sample 1
Corporate Existence, Power and Authorization. Kaiser is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement and the other Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. Kaiser has all requisite corporate power and authority to conduct its portion of the Business and to own, lease and operate the properties used by it in the Business as conducted, owned, leased or operated on the date hereof and on the Closing Date. Kaiser is duly qualified to do business in each jurisdiction in which the nature of its portion of the Business or the location of the assets used by it in the Business requires it to be so qualified, except where the failure to be so qualified would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the other Ancillary Agreements to which Kaiser is a party and the consummation of the Transactions have been duly authorized by the Board of Directors of Kaiser. This Agreement has been duly executed and delivered by Kaiser and constitutes, and on the Closing Date will constitute, the valid and binding obligation of Kaiser, enforceable against Kaiser in accordance with its terms, except insofar as enforceability may be limited by bankruptcy, insolvency, moratorium or other laws which affect creditors' rights and remedies generally and by principles of equity. Upon the Closing, the other Ancillary Agreements to which Kaiser is a party (including all instruments of conveyance and other documents to be executed and delivered by Kaiser) shall be duly executed and delivered by Kaiser and shall constitute the valid and binding obligations of Kaiser, enforceable against Kaiser in accordance with their respective terms, except insofar as enforceability may be limited by bankruptcy, insolvency, moratorium or other laws which affect creditors' rights and remedies generally and by principles of equity. Kaiser has delivered or made available to Accuride and the Company complete and correct copies of its certificate of incorporation and by-laws, as amended and in effect on the date hereof. On the date hereof, neither Kaiser nor any of its Affiliates has, and on the Closing Date neither will have, any equity interest or investment in any corporation, partnership, joint venture, association or other business organization involved in...
Sample 1
Corporate Existence, Power and Authorization. Accuride is, and prior to the Closing Date Accuride Sub will be, a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and Accuride has, and prior to the Closing Date Accuride Sub will have, all requisite corporate power and authority to execute and deliver this Agreement and the other Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. Accuride has all requisite corporate power and authority to conduct its portion of the Business and to own, lease or operate the properties used by it in the Business as conducted, owned, leased or operated on the date hereof and on the Closing Date. Accuride is duly qualified to do business in each jurisdiction in which the nature of its portion of the Business or the location of the assets used by it in the Business requires it to be so qualified, except where the failure to be so qualified would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the other Ancillary Agreements to which it is a party and the consummation of the Transactions have been, or prior to the Closing Date will have been, duly authorized by the Boards of Directors of Accuride and Accuride Sub. This Agreement has been duly executed and delivered by Accuride and constitutes, and on the Closing Date will constitute, the valid and binding obligation of Accuride enforceable against Accuride in accordance with its terms, except insofar as enforceability may be limited by bankruptcy, insolvency, moratorium or other laws which affect creditors' rights and remedies generally and by principles of equity. Upon the Closing, the other Ancillary Agreements to which Accuride or Accuride Sub is a party (including all instruments of conveyance and other documents to be executed and delivered by Accuride and Accuride Sub) shall be duly executed and delivered by Accuride and Accuride Sub and shall constitute the valid and binding obligations of Accuride and Accuride Sub, enforceable against Accuride and Accuride Sub in accordance with their respective terms, except insofar as enforceability may be limited by bankruptcy, insolvency, moratorium or other laws which affect creditors' rights and remedies generally and by principles of equity. Accuride has delivered or made available to Kaiser complete and correct copies of its certificate of incorporation and by-laws, as amended and in effe...
Sample 1
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Corporate Existence, Power and Authorization. (a) Seller and each Acquired Company Entity is duly organized, validly existing and (where applicable, based on the applicable Acquired Company Entity’s jurisdiction of organization) in good standing under the laws of its jurisdiction of organization and has all organizational powers necessary to enable it to own, lease and otherwise hold and operate its properties and other assets, and to carry on its business as presently conducted in all material respects. Seller and each Acquired Company Entity is duly qualified to do business as a foreign corporation or other legal entity and is in good standing (with respect to jurisdictions that recognize the concept of “good standing”) in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not have an Acquired Company Material Adverse Effect or reasonably be expected to prevent, materially delay or materially impede Seller's or the Acquired Company Entities' ability to consummate the Closing, or to perform any of their respective obligations under Article 2.
Sample 1

Related to Corporate Existence, Power and Authorization

  • Corporate Existence, Power and Authority Each Borrower and Guarantor is a corporation or limited liability company duly organized and in good standing under the laws of its state of incorporation or formation identified in its Information Certificate and is duly qualified as a foreign corporation or limited liability company and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on such Borrower’s or Guarantor’s financial condition, results of operation or business or the rights of Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder by each Borrower and Guarantor (a) are all within such Borrower’s or Guarantor’s corporate or limited liability company powers, (b) have been duly authorized, (c) are not in contravention of law or the terms of such Borrower’s or Guarantor’s certificate of incorporation, certificate of formation, by-laws, operating agreement or other organizational documentation, or any indenture, agreement or undertaking to which such Borrower or Guarantor is a party or by which such Borrower or Guarantor or its property are bound, except for those lease agreements of Xxxxxx for which Xxxxxx did not obtain consents from the parties thereto with respect to this Agreement, and (d) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of such Borrower or Guarantor other than liens in favor of Agent or any Lender as contemplated hereby. This Agreement and the other Financing Agreements to which each Borrower and Guarantor is a party constitute legal, valid and binding obligations of such Borrower or Guarantor enforceable in accordance with their respective terms.

  • Corporate Existence, Power and Authority; Subsidiaries Borrower is a corporation duly organized and in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on Borrower's financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder are all within Borrower's corporate powers, have been duly authorized and are not in contravention of law or the terms of Borrower's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Borrower is a party or by which Borrower or its property are bound. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Borrower enforceable in accordance with their respective terms. Borrower does not have any subsidiaries except as set forth on the Information Certificate.

  • Corporate Existence and Authority The Assuming Institution (i) is duly organized, validly existing and in good standing under the laws of its Chartering Authority and has full power and authority to own and operate its properties and to conduct its business as now conducted by it, and (ii) has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Assuming Institution has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the performance of the transactions contemplated hereby.

  • Existence, Power and Authority If not a natural person, the Borrower is duly organized, validly existing and in good standing under the laws of the State of its incorporation or organization and has the power and authority to own and operate its assets and to conduct its business as now or proposed to be carried on, and is duly qualified, licensed and in good standing to do business in all jurisdictions where its ownership of property or the nature of its business requires such qualification or licensing. The Borrower is duly authorized to execute and deliver the Loan Documents, all necessary action to authorize the execution and delivery of the Loan Documents has been properly taken, and the Borrower is and will continue to be duly authorized to borrow under this Agreement and to perform all of the other terms and provisions of the Loan Documents.

  • Corporate Power and Authorization The Borrower has the corporate power and authority to execute, deliver, perform, and take all actions contemplated by, each of the Loan Documents to which it is a party, and all such action has been duly and validly authorized by all necessary corporate proceedings on its part. Without limiting the foregoing, the Borrower has the corporate power and authority to borrow pursuant to the Loan Documents to the fullest extent permitted hereby and thereby from time to time, and has taken all necessary corporate action to authorize such borrowings.

  • Power and Authorization The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

  • Organization and Good Standing; Power and Authority Each Ventas Entity and each Significant Subsidiary (A) is a corporation, partnership, limited liability company or real estate investment trust duly organized and validly existing under the laws of the jurisdiction of its organization, (B) has all requisite corporate, partnership, limited liability company or trust power and authority necessary to own its property and carry on its business as described in the Disclosure Package and the Prospectus, and (C) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary, except for any failures to be so qualified and in good standing that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

  • Corporate Power and Authority; Enforceability Each Credit Party has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of the Credit Documents to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Credit Documents to which it is a party. Each Credit Party has duly executed and delivered each Credit Document to which it is a party and each such Credit Document constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

  • 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 Power and Authority Each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "AMENDED AGREEMENT").

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