Organization, Good Standing and Authority Sample Clauses

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, Good Standing and Authority. The Buyer has been duly formed and is validly existing in good standing under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands and has all requisite limited partnership power and authority to operate its assets and conduct its business as it is now being conducted. No Insolvency Event has occurred with respect to the Buyer and no events or circumstances have arisen that entitle or could entitle any person to take any action, appoint any person, commence proceedings or obtain any order instigating an Insolvency Event.

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 the ▇▇▇▇▇▇▇▇ Islands. 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, Good Standing and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and the other agreements to be executed and delivered by it pursuant to this Agreement.

Organization, Good Standing and Authority. (a) HOLDINGS is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. The execution and delivery of this Agreement and the other Transaction Documents to which HOLDINGS is a party and the consummation by HOLDINGS of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited liability company action by HOLDINGS. This Agreement has been duly executed and delivered by HOLDINGS. HOLDINGS has all requisite limited liability company power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated herein and therein. (b) The JV is a general partnership duly formed and validly existing under the Laws of the State of Delaware. Each Entity is a limited liability company duly formed, validly existing and in good standing under the Laws of Delaware or in the case of ▇▇▇▇/▇▇▇▇▇, a general partnership duly formed, validly existing and in good standing under the Laws of Texas, and each Entity has all requisite limited liability company power and authority, or in the case of ▇▇▇▇/▇▇▇▇▇ partnership power and authority, to own or otherwise hold and operate its assets. The execution and delivery of the Transaction Documents to which the JV is a party and the consummation by the JV of the transactions contemplated herein and therein to which it is a party have been duly and validly authorized by all necessary general partnership action by the JV and on behalf of the Entities (as the case may be).

Organization, Good Standing and Authority. (a) Each Seller is (i) a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its respective state of organization and (ii) has all requisite power and authority to own, lease and operate its assets and properties and to carry on the Business as currently being conducted by it. (b) The Sellers are duly qualified to conduct the Business as currently conducted in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the Business makes such qualification necessary and each other jurisdiction in which the conduct of the Business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, would not have a material and adverse impact on the Business. Copies of the articles or certificates of incorporation or formation and the by-laws or operating or limited liability company agreement, as applicable, of the Sellers in effect of the date hereof, have been made available to Purchaser and reflect all amendments made thereto and are true, correct and complete in all material respects. (c) The Sellers have all requisite power and authority to execute and deliver this Agreement and each of the Ancillary Documents to which each Seller is a Party and, subject to obtaining Bankruptcy Court approval pursuant to the Sale Order, to perform their obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by the Sellers of this Agreement and each of the Ancillary Documents to which a Seller is a party, and the consummation by the Sellers of the Transactions have been duly authorized and approved by all requisite corporate or other action on the part of such Seller and no other action or action on the part of the Sellers or their equityholders is necessary to authorize the execution, delivery and performance by the Sellers of this Agreement or any of the Ancillary Documents to which the Sellers are a party, and the consummation by the Sellers of the Transactions. This Agreement has been, and each of the Ancillary Documents will be at or prior to the date hereof or the Closing, as applicable, duly executed and delivered by the Sellers, and, assuming the due execution and delivery of this Agreement and each of the Ancillary Documents (as applicable) by the other Persons that are a party hereto or thereto, following the approval of this Agr...

Organization, Good Standing and Authority. (a) Seller is validly existing as a corporation in good standing under the laws of the province of its incorporation, with full power and authority to own, operate and lease its properties and to conduct the Business as currently conducted. Seller is qualified as a foreign corporation in each jurisdiction set forth on Schedule 4.2(a) which is each jurisdiction in which the ownership, use or leasing of the Assets, or the conduct or nature of the Business as and to the extent now conducted makes such qualification necessary. Seller does not carry on business or own any assets in any other jurisdiction. Seller has full corporate power and authority to do and perform all acts and things to be done by it under this Agreement or the Collateral Agreements (defined below). The board of directors of Seller has reviewed the representations and warranties of Seller in Section 4 of this Agreement and to the best of the board of directors’ knowledge, such representations and warranties are true and correct in all material respects as of the date hereof and as of the Closing Date. (b) All subsidiaries of Seller, direct and indirect, are set forth on Schedule 4.2(b). None of the subsidiaries listed on Schedule 4.2(b) are operating subsidiaries or have any contracts, rights or other assets of any kind. (c) The authorized capital stock and outstanding equity interests of Seller are as set forth on Schedule 4.2(c). Except as set forth on Schedule 4.2(c), there are no existing options, warrants, rights, calls or commitments of any character relating to the equity interests of Seller. There are no outstanding securities, obligations or instruments convertible into or exchangeable for equity interests of Seller and no commitments to issue such securities, obligations or instruments. No Person has any right of first refusal, preemptive right, subscription right or similar right with respect to any equity interests of Seller. There are no voting agreements or voting trust agreements with respect to equity interests of Seller and to which Seller is a party. No security holder of Seller (including without limitation option holders and warrant holders, if any) will have any claims against Masimo as a result of the transactions contemplated herein.

Organization, Good Standing and Authority. (a) GP is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware. The execution and delivery of this Agreement and the other Transaction Documents to which GP is a party and the consummation by GP of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited partnership action by GP. This Agreement has been duly executed and delivered by GP. GP has all requisite limited partnership power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated herein and therein. (b) Each of HOLDINGS and MIDSTREAM is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. The execution and delivery of this Agreement and the other Transaction Documents to which HOLDINGS and MIDSTREAM is a party and the consummation by HOLDINGS and MIDSTREAM of the transactions contemplated herein and therein have been duly and validly authorized by all necessary limited liability company action by HOLDINGS and MIDSTREAM, respectively. This Agreement has been duly executed and delivered by HOLDINGS and MIDSTREAM. Each of HOLDINGS and MIDSTREAM has all requisite limited liability company power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated herein and therein. (c) The JV, ET, FCV and DETG are limited liability companies duly formed, validly existing and in good standing under the Laws of the State of Delaware and have all requisite limited liability company power and authority to own or otherwise hold and operate its assets. The execution and delivery of any Transaction Documents to which the JV is a party and the consummation by the JV of the transactions contemplated herein and therein to which it is a party have been duly and validly authorized by all necessary limited liability company action by the JV, ET, FCV and/or DETG (as the case may be).

Organization, Good Standing and Authority. Golar has been duly incorporated and is validly existing and in good standing under the laws of Bermuda and has all requisite corporate capacity to operate its assets and conduct its business as described in the 1934 Act Filings. Seller has been duly incorporated and is validly existing in good standing under the laws of Bermuda and has all requisite corporate capacity to operate its assets and conduct its business. No Insolvency Event has occurred with respect to either of the Seller Entities and no events or circumstances have arisen that entitle or could entitle any person to take any action, appoint any person, commence proceedings or obtain any order instigating an Insolvency Event.