Entity Status; Power and Authority Sample Clauses

Entity Status; Power and Authority. Each Company is a corporation or limited partnership duly organized and validly existing in good standing under the laws of the State of incorporation or organization and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which the failure to be so qualified could have a Material Adverse Effect, all of which jurisdictions are set forth in Schedule 4.1 hereto. Each Company has the corporate power and authority and all Legal Rights which are necessary (i) to own, lease, use and operate its respective Property and to transact its business as now being and as proposed to be conducted and (ii) to execute and deliver each Loan Document, perform and comply with all obligations and agreements thereunder and consummate the transactions contemplated thereby,
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Entity Status; Power and Authority. Borrower is a corporation duly organized and validly existing in good standing under the laws of the State of Texas and is duly
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Entity Status; Power and Authority. Each Company is a corporation duly organized and validly existing in good standing under the laws of its jurisdiction of incorporation and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, all of which jurisdictions are set forth in SCHEDULE 4.1 hereto. Each Company has the corporate power and authority and all Legal Rights which are necessary (i) to own, lease, use and operate its respective Property and to transact its business as now being and as proposed to be conducted and (ii) to execute and deliver each Loan Paper, perform and comply with all obligations and agreements thereunder and consummate the transactions contemplated thereby. It is understood that continued performance by Borrower and its Subsidiaries, of this Agreement and the Loan Papers to which such Persons are a party will require various filings, such as filings related to environmental matters, ERISA matters, Taxes and intellectual property, filings required to maintain corporate and similar standing and existence, filings pursuant to the UCC and other security filings and recordings, filings required by the Securities and Exchange Commission, routine filings in the ordinary course of business, and filings required in connection with the exercise by the Banks and the Agent of remedies in connection with the Security Documents.
Sample 1
Entity Status; Power and Authority. Each Company is a corporation or limited partnership duly organized and validly existing in good standing under the laws of the State of incorporation or organization and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which the failure to be so qualified could have a Material Adverse Effect, all of which jurisdictions are set forth in Schedule 4.1 hereto. Each Company has the corporate power and authority and all Legal Rights which are necessary (i) to own, lease, use and operate its respective Property and to transact its business as now being and as proposed to be conducted and(ii) to execute and deliver each Loan Document, perform and comply with all obligations and agreements thereunder and consummate the transactions contemplated thereby.
Sample 1
Entity Status; Power and Authority. Borrower and each of its Subsidiaries are duly organized and validly existing in good standing under the laws of the state of its incorporation or organization and are corporations or other legal Persons duly qualified as a foreign corporation or organization and in good standing in all states in which the failure to be so qualified could have a Material Adverse Effect, all of which jurisdictions are set forth in Schedule 4.1 hereto. Borrower and each of its Subsidiaries has the corporate power and authority and all Legal Rights which are necessary (i) to own, lease, use and operate its Property and to transact its business as now being and as proposed to be conducted and (ii) to execute and deliver each Loan Document executed by it, perform and comply with all obligations and agreements thereunder and consummate the transactions contemplated thereby. The outstanding Capital Stock of Borrower and each of its Subsidiaries is duly authorized, validly issued, fully paid and non-assessable. As of the Closing Date, there are no Material Subsidiaries.
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Related to Entity Status; Power and Authority

  • Full Power and Authority Buyer represents that it has full power and authority to enter into this Agreement.

  • Organization; Power and Authority The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

  • Status and Authority (i) The Borrower is a non-profit corporation duly organized, existing and in good standing under the laws of North Carolina, (ii) its articles of incorporation and any certificates of assumed or business name have been delivered to the City and are in full force and effect and have not been amended or changed, (iii) no proceeding is pending, planned or threatened for the dissolution, termination or annulment of it, (iv) all articles of incorporation and of assumed or business name required to be filed have been duly filed and it has complied with all other conditions prerequisite to its doing business in North Carolina, (v) it has the power, authority and legal right to carry on the business now being conducted by it and to engage in transactions contemplated by the Loan Documents, and (vi) all necessary corporate actions of it have been duly taken.

  • Power and Authority The Servicer has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary corporate action.

  • Organization, Good Standing and Authority The Vessel Owning Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the Republic of Liberia. The Vessel Owning Subsidiary has full corporate power and authority to carry on its business as it is now, and has since its incorporation been, conducted, and is entitled to own, lease or operate the properties and assets it now owns, leases or operates and to enter into legal and binding contracts. No meeting has been convened or resolution proposed or petition presented and no order has been made to wind up the Vessel Owning Subsidiary.

  • Organization and Good Standing; Power and Authority Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Massachusetts. Subject to the receipt of the Regulatory Approval, Buyer has all requisite power and authority to execute, deliver, and perform its obligations under this Agreement.

  • Corporate Power and Authority Company 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").

  • Legal Power and Authority It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. It is an entity duly organized, validly existing and in good standing under the laws its jurisdiction of organization.

  • 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 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 (a) are all within each Borrower’s and Guarantor’s corporate powers, (b) have been duly authorized, (c) are not in contravention the terms of any Borrower’s or Guarantor’s certificate of incorporation or formation, by-laws, operating agreement or other organizational documentation, (d) are not in contravention in any material respect of any law or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (e) 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 any Borrower or Guarantor, except for the creation of a lien in favor of Agent. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms ,except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar law limiting creditors’ rights generally and by general equitable principles.

  • Purpose and Authority The parties to this agreement are the Department of Homeland Security (DHS) and the (Employer). The purpose of this agreement is to set forth terms and conditions which the Employer will follow while participating in E-Verify.

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