Tax-Free Qualification ITI shall use its reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its respective subsidiaries to, take any action (including any action otherwise permitted by this Article IV) that would prevent or impede the Merger from qualifying as a reorganization under Section 368 of the Code.
Existence, Qualification, Etc Do or cause to be done all things necessary to preserve and keep in full force and effect its existence and all material rights and franchises, trade names, trademarks and permits, except to the extent conveyed or permitted in connection with a transaction permitted under Section 8.4 hereof, and maintain its license or qualification to do business as a foreign corporation and good standing in each jurisdiction in which its ownership or lease of property or the nature of its business makes such license or qualification necessary, except, with respect to any of the foregoing, where any failure to do so could not reasonably be expected to have a Material Adverse Effect.
Due Qualification The Servicer is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Receivables as required by this Agreement) shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Servicer’s earnings, business affairs or business prospects.
Existence; Qualification The Borrowers will at all times preserve and keep in full force and effect their existence as a limited partnership, limited liability company, or corporation, as the case may be, and all rights and franchises material to its business, including their qualification to do business in each state where it is required by law to so qualify. Without limitation of the foregoing, each Borrower and, to the extent required by applicable law, General Partner and Member, shall at all times be qualified to do business in each of the states where the Properties are located.
Required Qualifications At all times during the term of the Contract, Vendor shall have available, under direct employment and supervision and/or subcontract agreement fully incorporating the terms and conditions of the Contract Documents, the required qualified and properly licensed (as applicable) personnel to properly fulfill all the terms and conditions of the Contract.
Existence, Qualification and Power Each Loan Party and each Subsidiary thereof (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
Incorporation, Good Standing, and Due Qualification Borrower and each Guarantor is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its assets and to transact the business in which it is now engaged or proposed to be engaged, and is duly qualified as a foreign corporation and in good standing under the laws of each other jurisdiction in which such qualification is required, except to the extent that its failure to be so qualified could not result in a Material Adverse Change.
Minimum Qualifications Based on the Contractor’s submission, OGS has determined that Contractor met the minimum qualifications for the lot(s) as identified in Appendix G, Contractor and OGS Information. If Contractor is awarded Lot 1 as a New York State Certified Minority- or Women- Owned Business Enterprise or as a New York State Small Business, Contractor agrees that it must retain at least one of such statuses to retain its Lot 1 award. Should a Contractor no longer retain at least one of such statuses, OGS shall suspend its Lot 1 award and the Contractor shall not be able to respond to Authorized User’s requests. If the Contractor fails to regain at least one of the statuses within 90 calendar days and provide OGS with documentation of such status, then its Lot 1 award shall be terminated. Any transaction awarded prior to Contractor’s loss of such statuses may continue until completion, unless otherwise terminated in accordance with this Contract. REMAINDER OF PAGE LEFT INTENTIONALLY BLANK Minimum Qualifications Qualification # 1 Qualification #2 Qualification # 3 Continuous Operation (Years)* Experience delivering IT consultant services to Government Entities (Years) Number of Projects as Prime Contractor let by and performed for Government Entities Earliest Execution Date for all qualifying Projects Minimum qualifying dollar value per Project Lot 1** 2 2 2 06/01/2011 $25,000 Lot 2 4 4 5 06/01/2010 $125,000 Lot 3 8 8 5 06/01/2006 $5,000,000 Prime or Subcontractor/Reseller experience acceptable Prime experience acceptable only *Years of continuous operation must be immediately prior to this Solicitation Release date (as listed in 1.4 Key Dates) **Vendor eligibility for this Lot is limited to the following: Vendor is a New York State Certified Minority- or Women-Owned Business Enterprise • Vendor is a New York State Certified Service-Disabled Veteran-Owned Business o A business enterprise, including a sole proprietorship, partnership, limited liability company or corporation that is: (a) at least fifty-one percent owned by one or more service-disabled veterans; (b) an enterprise in which such service-disabled veteran ownership is real, substantial, and continuing Vendor meets the definition of a New York State Small Business which is as follows: o A business which is resident in New York State, independently owned and operated, not dominant in its field and employs one hundred or less persons (see State Finance Law section 160(8)) For the purposes of demonstrating all minimum qualifications listed in this section, examples of acceptable projects/contracts that may be used are as follows: contracts billed on a Time and Materials Basis (T & M); IT Projects/task orders awarded under an indefinite delivery/ indefinite quantity (IDIQ) master contract and Certain other fixed price, deliverable based contracts may be used. For the purposes of qualification #1 (Years of continuous operation) and #2 (Years of experience providing IT Consulting Services) in each of the lots listed above, experience in either a Prime Contractor or Subcontractor/Reseller role may be used to demonstrate compliance with the qualification. For the purposes of qualifications #2 (Years of experience providing IT Consulting Services) and #3 (Projects as Prime Contractor let by Government Entities) in each of the Lots listed above, all IT projects submitted must be “let” by and performed for a Government Entity as defined in section 1.4 - Definitions. Any amendments/extensions to an original contract with a Government Entity submitted should be accompanied by an electronic copy of the original fully executed contract document. Please note: the earliest execution date for qualifying projects is based on the original contract execution date and not the execution date of the amendment or extension. For the purposes of qualification #3 (Projects as Prime Contractor let by Government Entities) in each of the Lots listed above, subcontracting and reseller experience are specifically prohibited from being used to demonstrate compliance with the qualifications. Master IDIQ contracts shall not be used to demonstrate compliance with this qualification, though IT projects/task orders awarded against a master IDIQ contract may be used for this purpose.
Foreign Qualification Prior to the Company’s conducting business in any jurisdiction other than Delaware, the Company Board shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of any person designated as an officer of the Company (the “Officers”), with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction. At the request of the Company Board or any Officer, each Member shall execute, acknowledge, swear to and deliver any or all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue and terminate the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business.
Existence and Qualification (a) The Company is an exempted company that is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has the requisite power and authority to own, lease and operate its property and to conduct its business as currently conducted and as described in the SEC Documents. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership, leasing or operation of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect.