Foreign Good Standing Sample Clauses

Foreign Good Standing. The Company is and has been duly qualified to do business as a foreign corporation and is and has been in good standing under the laws of each state or other jurisdiction during all such times in which either the ownership, leasing or use of the properties owned, leased or used by it, or the nature of the activities conducted by it, required such qualification.
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Foreign Good Standing. The Company has qualified as a foreign entity, and is in good standing, under the Laws of all jurisdictions where the nature of its business or the nature or location of its assets requires such qualification and where the failure to so qualify would have a Material Adverse Effect. Section 3.3(b) of the Disclosure Schedule sets forth a list of all jurisdictions in which the Company is qualified to conduct business as a foreign entity.
Sample 1Sample 2
Foreign Good Standing. Jurisdictions 4.1.3 Consents 4.1.4 Insurance 4.1.5 Litigation 4.1.6 Permits and Orders 4.1.8 Financial Statements 4.1.9 Undisclosed Liabilities 4.1.10 Adverse Changes 4.1.11
Sample 1
Foreign Good Standing. Each of the Target Companies is qualified as a foreign corporation (or other applicable organization) and is in good standing (where applicable) in all jurisdictions where the nature of its business or the nature and location of its assets requires such qualification and where the failures to so qualify, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
Sample 1
Foreign Good Standing. The Company and the Subsidiaries have each qualified as a foreign corporation, and are in good standing, under the laws of all jurisdictions where the nature of their respective business or the nature or location of their respective assets requires such qualification and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means any effect, change, development or circumstance that, individually or in the aggregate, is materially adverse to (x) the business, assets, results of operations or financial condition of the Company and the Subsidiaries, taken as a whole, (y) the ability of the Company and the Subsidiaries to perform their obligations under this Agreement and the Transaction Documents or (z) the ability of the parties to consummate the transactions contemplated herein, but excluding any such effect, change, development or circumstance resulting or arising from (i) any general deterioration in the economy or change in market conditions generally affecting the industry in which the Company or SpeeCo operates (except to the extent such deteriorations or changes are disproportionately adverse to the Company or the Subsidiaries relative to other Persons operating in the same industry), (ii) the announcement (including the disclosure of the fact Purchaser is the prospective acquirer of the Company and the Subsidiaries to any Person) or pendency of the transactions contemplated by this Agreement or the financing related thereto, (iii) any act of terrorism, sabotage, declaration of war, military action, or other global unrest or international hostilities, or any escalation or worsening of any of the foregoing (except to the extent such events are disproportionately adverse to the Company or the Subsidiaries relative to other Persons operating in the same industry), (iv) any earthquake, hurricane, volcanic eruption or other natural disaster or (v) changes in law or GAAP.
Sample 1
Foreign Good Standing. The Company has qualified as a foreign limited liability company, and is in good standing, under the laws of all jurisdictions where the nature of its business or the nature or location of its assets requires such qualification and where the failure to so qualify would have a Material Adverse Effect.
Sample 1

Related to Foreign Good Standing

  • Good Standing The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

  • Organization; Good Standing The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Incorporation; Good Standing 43 7.1.2. Authorization. ...........................................................43 7.1.3. Enforceability. ..........................................................43 7.2.

  • Existence; Good Standing It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all requisite power and authority to own and operate its properties and to conduct its business, as conducted and planned to be conducted as of the date hereof.

  • Organization, Good Standing, Etc Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrowers, to make the borrowings hereunder, and to execute and deliver each Loan Document to which it is a party, and to consummate the transactions contemplated thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect.

  • Organization and Good Standing Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

  • Duly Organized / Good Standing It is duly organized, validly existing, and in good standing as a limited liability company under the laws of the State of Delaware, and is qualified to do business in each jurisdiction in which failure to be so qualified would reasonably be expected to have a material adverse effect upon it.

  • Due Organization and Good Standing Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser is qualified to transact business in each jurisdiction in which such qualification is deemed necessary.

  • Due Organization, Good Standing and Corporate Power Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect on the Company. For the purposes of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies of the Certificate of Incorporation and Bylaws (or equivalent documents), as amended to date, for itself and each of its Subsidiaries and copies of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint ventures.

  • Incorporation and Good Standing The Company has been duly incorporated or formed and is validly existing and in good standing as a company limited by shares under the laws of the jurisdiction of its formation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. As of the Closing, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is not otherwise disclosed in the Disclosure Package.

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