Organization and Power of Seller Sample Clauses

Organization and Power of Seller. Each of the entities set forth on Schedule 4.1 of the Disclosure Schedule are corporations, limited partnerships, limited liability companies, trusts or real estate investment trusts, as specified on Schedule 4.1 of the Disclosure Schedule, are duly formed and validly existing under the Laws of the corresponding states specified on Schedule 4.1 of the Disclosure Schedule, and each of them has the requisite limited partnership, limited liability company, corporate, trust or real estate investment trust power and authority, as applicable, to carry on its business as now being conducted. Seller and each Subsidiary is duly qualified or licensed to do business as a foreign limited partnership, limited liability company, corporation, trust or real estate investment trust, as applicable, and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing or good standing necessary.
Sample 1
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Organization and Power of Seller. Each of the entities set forth on Schedule 4.1 are corporations, limited partnerships, limited liability companies or real estate investment trusts, as specified on Schedule 4.1, are duly formed and validly existing under the Laws of the corresponding states specified on Schedule 4.1, and each of them has the requisite limited partnership, limited liability company, corporate or real estate investment trust power and authority, as applicable, to carry on its business as now being conducted. Seller and each Subsidiary is duly qualified or licensed to do business as a foreign limited partnership, limited liability company, corporation or real estate investment trust, as applicable, and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing or good standing necessary.
Sample 1
Organization and Power of Seller. Each Seller is a corporation, limited partnership, limited liability company or real estate investment trust, as specified in the preamble to this Agreement, is duly formed and validly existing under the Laws of the corresponding states specified in the preamble to this Agreement, and each of them has the requisite limited partnership, limited liability company, corporate or real estate investment trust power and authority, as applicable, to carry on its business as now being conducted. Each Seller is duly qualified or licensed to do business as a foreign limited partnership, limited liability company, corporation or real estate investment trust, as applicable, and is in good standing in each jurisdiction in which the nature of its business with respect to its Properties or the ownership or leasing of the Properties makes such qualification or licensing or good standing necessary, except in each case where the failure to be so duly qualified and in good standing would not reasonably be expected to prevent or delay in any material respect the consummation of the Transfer or any other transactions contemplated by this Agreement, or the documents to be executed hereunder, or otherwise prevent Seller from performing its obligations hereunder or thereunder in any material respect.
Sample 1
Organization and Power of Seller. Seller and each Assigning Affiliate set forth on EXHIBIT A are corporations, limited partnerships, limited liability companies, trusts and general partnerships, are duly formed and validly existing under the Laws of the corresponding states specified on EXHIBIT A, and each of them has the requisite limited partnership, limited liability company, trust, general partnership or corporate power and authority, as applicable, to carry on its business as now being conducted. Seller and each Assigning Affiliate is duly qualified or licensed to do business as a foreign limited partnership, limited liability company, or corporation, as applicable, and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing or good standing necessary.
Sample 1
Organization and Power of Seller. Kodak is a corporation duly organized, validly existing and in good standing under the laws of New Jersey and has all requisite corporate power and authority to own and operate its assets, to carry on its business as currently conducted, to consummate the Transaction and to perform its obligations hereunder. Kodak is duly qualified to do business and (in the case of U.S. jurisdictions) is in good standing as a foreign corporation in each jurisdiction where such qualification is required, except for failures to be so qualified or in good standing, as the case may be, that would not prevent consummation of the Transaction or materially impair the ability of Kodak to perform its obligations hereunder. Kodak France is a corporation duly organized and validly existing under the laws of France and has all requisite corporate power and authority to own and operate its assets, to carry on its business as currently conducted, to consummate the Transaction and to perform its obligations hereunder.
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Organization and Power of Seller. Seller is a savings bank duly organized and chartered under the laws of the United States of America.
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Organization and Power of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois, and Seller is authorized to transact business in Minnesota and holds a Certificate of Authority issued by the State of Minnesota. Seller has full power and authority to own its properties and conduct the business presently being conducted by it, to execute this Agreement, and to consummate the transactions contemplated by this Agreement.
Sample 1
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Organization and Power of Seller. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Connecticut. Seller has requisite corporate power to: (a) own, lease and operate the Purchased Assets and carry on the Business as and where such assets are now owned or leased and as the Business is presently being conducted; and (b) execute, deliver and perform this Agreement and all other agreements and documents to be executed and delivered by it in connection herewith, subject to and after giving effect to the approval of the Bankruptcy Court (including satisfying any conditions imposed by the Bankruptcy Court) and compliance with all requirements of the Bankruptcy Code.
Sample 1

Related to Organization and Power of Seller

  • Organization and Power The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.

  • Organization and Powers Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

  • Organization, Good Standing and Power The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.

  • Organization, Qualification and Power The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all requisite corporate power and authority, and all governmental licenses, governmental authorizations, governmental consents and governmental approvals, required to carry on its business as now conducted and to own, lease and operate the assets and properties of the Company as now owned, leased and operated. The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction in which the character or location of its properties and assets owned, leased or operated by the Company or the nature of the business conducted by the Company requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing in such other jurisdiction could not, individually or in the aggregate, have a Material Adverse Effect (as defined herein) on the Company. The Company has heretofore delivered to the Investors complete and accurate copies of its Articles of Incorporation and Bylaws, as currently in effect. The Company has previously delivered to the Investors a complete and accurate list of all jurisdictions in which the Company is qualified or licensed to do business as of the date hereof.

  • Due Organization and Power Each Security Party is duly formed and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation, has full power to carry on its business as now being conducted and to enter into and perform its obligations under this Agreement, the Note and the Security Documents to which it is a party, and has complied with all statutory, regulatory and other requirements relative to such business and such agreements;

  • Organization and Authority of Seller Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of Texas. Seller has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium of similar laws affecting creditors rights generally and by general principles of equity regardless of whether enforcement is sought in a proceeding at law or equity. When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

  • Authorization and Power Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board of directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

  • Organization, Standing and Power; Subsidiaries (a) Each of the Company and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, and is duly qualified or licensed to do business and is in good standing as a foreign entity in each jurisdiction in which the failure to be so qualified or licensed or to be in good standing could, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

  • Organization and Qualification of Seller Seller is a corporation and has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary.

  • Corporate Organization and Power Each of the Borrower and its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) has the full corporate power and authority to execute, deliver and perform the Credit Documents to which it is or will be a party, to own and hold its property and to engage in its business as presently conducted, and (iii) is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the nature of its business or the ownership of its properties requires it to be so qualified, except where the failure to be so qualified would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

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