FORMATION; EXISTENCE; COMPOSITION Sample Clauses

FORMATION; EXISTENCE; COMPOSITION. Buyer is duly organized and existing under the laws of the Commonwealth of Pennsylvania or is duly authorized to do business in the Commonwealth of Pennsylvania; has the power and authority to carry on its business as now conducted; has furnished, as of the Settlement Date only, correct and complete copies of its Organizational Documents to the Authority; and provided, as of the Settlement Date only, a correct and complete list of its directors and officers, direct shareholders or direct members, or other management structure, as may be applicable, in the List of Officer and Directors, attached hereto as Exhibit B and incorporated herein by reference.
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FORMATION; EXISTENCE; COMPOSITION. Seller is duly organized and existing under the laws of the Commonwealth of Pennsylvania or is duly authorized to do business in the Commonwealth of Pennsylvania; has the power and authority to carry on its business as now conducted; has furnished correct and complete copies of its Organizational Documents to the Authority; and provided a correct and complete list of its directors and officers, shareholders, or other management structure, as may be applicable, in the List of Officer and Directors, attached hereto as Exhibit B and incorporated herein by reference.
FORMATION; EXISTENCE; COMPOSITION. Borrower is a limited liability company validly existing and in good standing in the State of Florida and has the power and authority to own and operate the Mortgaged Property in the State of Florida. Kxxxxxxx Xxxxxx (“Rxxxxx”) is a Manager, Chief Executive Officer and President of Borrower and Exxx Xxxxxx (“Pxxxxx”) is a Manager, Secretary and Treasurer of Borrower. Trulieve Holdings is a Delaware corporation and is the sole member of the Borrower. Trulieve Holdings’ sole shareholder is TCC, which is a British Columbia, Canadian corporation. True and correct copies of Bxxxxxxx's Articles of Organization and Operating Agreement, together with all amendments thereto (“Organizational Documents”) and a current Good Standing Certificate issued by the Florida Secretary of State, have been furnished to Agent on behalf of Lxxxxx and the same are in full force and effect as of the date of this Agreement.
FORMATION; EXISTENCE; COMPOSITION. The Funding Recipient is duly organized and existing under the laws of the Commonwealth of Pennsylvania or is duly authorized to do business in the Commonwealth of Pennsylvania; has the power and authority to carry on its business as now conducted; has furnished correct and complete copies of its Organizational Documents to the Authority, or provided evidence of the applicable Pennsylvania statute under which the Funding Recipient operates; and has provided a correct and complete list of its directors and officers, shareholders, or other management structure, as may be applicable, in the List of Officer and Directors, attached hereto as Exhibit D and incorporated herein by reference.
FORMATION; EXISTENCE; COMPOSITION. Borrower and Guarantor are corporations duly formed and validly existing under the laws of the State of DELAWARE and have the power and authority to own and operate their properties.
FORMATION; EXISTENCE; COMPOSITION. Borrower is a limited liability company validly existing and in good standing in the State of Florida and has the power and authority to own and operate the Mortgaged Property in the State of Florida. Xxxxxxxx Xxxxxx (“Xxxxxx”) is a Manager of Borrower and Xxxx Xxxxxx (“Xxxxxx”) is a Manager of Borrower. Guarantor, Trulieve Holdings, is a corporation validly existing and in good standing in the State of Delaware and has the power and authority to execute the Guaranty and is the sole member of the Borrower. Trulieve Holdings’ sole shareholder is Parent Company, which is a British Columbia, Canadian corporation. Guarantor,Trulieve Tenant is a Florida corporation validly existing and in good standing in the State of Florida and has the power and authority to execute the Guaranty. Trulieve Tenant’s sole shareholder is Parent Company. True and correct copies of the Obligors’ respective Articles of Organization, Articles of Incorporation, Certificate of Incorporation, Operating Agreement, and By-Laws, as applicable, together with all amendments thereto (collectively “Organizational Documents”) and a current Good Standing Certificate issued by each Obligor’s state of formation, have been furnished to Lender and the same are in full force and effect as of the date of this Agreement.

Related to FORMATION; EXISTENCE; COMPOSITION

  • Formation; Existence Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.

  • Organization; Existence Each of the Credit Parties is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign entity and is in good standing under the laws of 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 would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Credit Parties has the corporate power and authority to own or hold under lease the material properties it purports to own or hold under lease, to transact the material business it transacts and proposes to transact, to execute and deliver this Credit Agreement, the other Credit Documents and the Fee Letter and to perform the provisions hereof and thereof.

  • Formation; Composition Within […***…] days after the Effective Date, the Parties shall establish a committee to oversee Development of Licensed Product(s) in the Territory in accordance with the Development Plan(s) for the same and to coordinate the Development activities of the Parties, and review and discuss the Development and Manufacture of Licensed Compound and Licensed Products (the “JDC”). Each Party shall initially appoint three (3) representatives to the JDC, with each representative having knowledge and expertise in the development of compounds and products similar to the Licensed Products and having sufficient seniority within the applicable Party to make decisions arising within the scope of the JDC’s responsibilities. The JDC may change its size from time to time if agreed by consensus among its members, provided that the JDC shall consist at all times of an equal number of representatives of each of Galapagos and Gilead. Each Party may replace its JDC representatives at any time upon written notice to the other Party. The JDC may invite non-members to participate in the discussions and meetings of the JDC, provided that such participants shall have no voting authority at the JDC. The JDC shall have a chairperson, who shall serve for a term of one (1) year, and who shall be selected alternately, on an annual basis, by Galapagos or Gilead. The initial chairperson shall be selected by […***…]. The role of the chairperson shall be to convene and preside at meetings of the JDC and to ensure the preparation of minutes, but the chairperson shall have no additional powers or rights beyond those held by the other JDC representatives.

  • Formation and Composition The Parties to this agreement will maintain a Joint Administration and Dispute Resolution Committee (JADRC) consisting of five (5) representatives of the employers and five (5) representatives of the Provincial Bargaining Council.

  • Organization, Existence, etc The Buying Corporation is a corporation duly organized, validly existing and in good standing under the laws of the state of Minnesota and has the power to carry on its business as it is now being conducted.

  • Valid Existence Such Purchaser (i) is duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite power, and has all material governmental licenses, authorizations, consents and approvals, necessary to own its Properties and carry on its business as its business is now being conducted, except where the failure to obtain such licenses, authorizations, consents and approvals would not have and would not reasonably be expected to have a Purchaser Material Adverse Effect.

  • Organization, Existence and Good Standing Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. Seller has full power and authority to own all of its properties and assets and to carry on its business as it is now conducted.

  • Organizational Existence Except as otherwise permitted by Section 3.6, each Credit Party will and will cause its Subsidiaries to at all times preserve and keep in full force and effect its organizational existence and all rights and franchises material to its business.

  • Company Existence During the term of this Agreement, the Seller shall keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Seller and its Affiliates (including the Issuer) shall be conducted on an arm’s length basis.

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