Qualified Organizations Sample Clauses

Qualified Organizations. Each Member other than the Federal Member hereby represents and covenants that it is not and will not become (for so long as it is a Member in the Company) a Qualified Organization and, further, that no interest in such Member is or will be owned directly or indirectly or beneficially by a Qualified Organization, for so long as such Member is a Member in the Company; provided, however, that a Qualified Organization may own an indirect interest in the Company through a taxable corporation. In addition to the restrictions on transfer set forth in this Article VIII, such Member further represents and covenants that it will not transfer or assign or permit the transfer or assignment of all or any portion of its interest as a Member, or of any direct or indirect interest in itself, that would result in the direct or indirect or beneficial ownership by a Qualified Organization of any interest in the -50- 55 Company held or formerly held by or through such Member; provided, however, that a Qualified Organization may own an indirect interest in the Company through a taxable corporation. If any Member other than the Federal Member or any of the holders of interests in any such Member fails to comply with the requirements of this Section 8.6, or breach any of the representations and covenants in connection therewith, and such failure or breach causes or contributes to the failure of the Company to comply with the requirements of Code Section 514(c)(9)(E) and the Treasury Regulations promulgated thereunder, said Member or holder shall be liable to the Company, to the Federal Member and to any direct or indirect investors in the Federal Member for any damages resulting directly or indirectly therefrom, including but not limited to any unrelated business income tax incurred by the Federal Member (and its constituent partners) with respect to its investment in the Company.
Sample 1
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Qualified Organizations. 50 ARTICLE IX -- OPERATING MEMBER'S OBLIGATIONS FOR REPORTING, RECORDS AND ACCOUNTING MATTERS......................................... 51 Section 9.1 FISCAL YEAR............................................ 51 Section 9.2 BANK ACCOUNTS.......................................... 51 Section 9.3
Sample 1
Qualified Organizations. The Operating Member hereby represents and covenants that it is not and will not become (for so long as it is a Member in the Company) a Qualified Organization and, further, that so long as the Operating Member is classified as a partnership for federal income tax purposes, no equity interest in the Operating Member will be held directly, or indirectly through one or more entities taxed as partnerships or disregarded for federal income tax purposes, by a Qualified Organization. In addition to the restrictions on transfer set forth in this Article VIII, the Operating Member further represents and covenants that it will not transfer or assign or permit the transfer or assignment of all or any portion of its interest as a Member, or of any direct or indirect interest in itself (other than pursuant to this Agreement or any instrument entered into pursuant to this Agreement), that would result in the direct or indirect or beneficial ownership by a Qualified Organization of any interest in the Company held or formerly held by or through such Member; PROVIDED, HOWEVER, that a Qualified Organization may own an indirect interest in the Company through a taxable corporation or a REIT. If the Operating Member or any of the holders of interests in the Operating Member fails 50 to comply with the requirements of this Section 8.6, or breach any of the representations and covenants made in connection therewith, and such failure or breach causes or contributes to the failure of the Company to comply with the requirements of Code Section 514(c)(9)(E) and the Treasury Regulations promulgated thereunder, said Operating Member or holder shall be liable to the Company, to the Class A Member and to any direct or indirect investors in the Class A Member for any damages resulting directly or indirectly therefrom, including but not limited to any unrelated business income tax incurred by the Class A Member (and its constituent partners) with respect to its investment in the Company.
Sample 1
Qualified Organizations. As of the Execution Date, the Parties have selected and agreed upon a list of local organizations whose work advances and/or promotes health, welfare, economic development, or other important public interests within the local community. Those organizations are specified below this paragraph and each is deemed to be a “Qualified Organization” for purposes of this Agreement. The list of Qualified Organizations may be modified from time to time by mutual agreement of the Parties’ Representatives to add or remove organizations, provided that any added organizations meet the standard set forth in the first sentence of this Section 1.5. Such modifications will not be effective unless they are memorialized in a written communication between the Representatives and delivered to the Parties as specified in Section 5.3 below. List of Qualified Organizations as of the Execution Date: Arts & Cultural Foundation of Antioch Antioch Little League Pittsburg Creative Arts Building URATWORK
Sample 1

Related to Qualified Organizations

  • Incorporation and Organization The Corporation has been incorporated or formed, as the case may be, is organized and is a valid and subsisting corporation or partnership, as the case may be, under the laws of its jurisdiction of existence and has all requisite corporate power and capacity to carry on its business as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof.

  • Due Incorporation and Organization The Adviser is duly organized and is in good standing under the laws of the State of Connecticut and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder.

  • Non-Foreign Entity Seller is not a “foreign person” or “foreign corporation” as those terms are defined in the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

  • Due Organization; Good Standing The Company is duly created, validly existing and in good standing as a statutory trust under the laws of the State of Delaware.

  • 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.

  • Qualification, Organization, Subsidiaries, etc (a) The Company is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Except as would not be material to the Company and the Company Subsidiaries, taken as a whole, each Company Subsidiary is a legal entity duly organized and validly existing under the Laws of its respective jurisdiction of organization. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of the Company and the Company Subsidiaries is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or, where relevant, in good standing, (1) has not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (2) has not had and would not, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to consummate the Transactions, including the Offer and the Merger, prior to the Outside Date. The Company has filed with the SEC, prior to the date hereof, a complete and accurate copy of the Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and effect and the Company is not in violation of the Company Governing Documents. The Company has made available to Parent prior to the date hereof complete and accurate copies of the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC, each as currently in effect.

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

  • Due Organization Such Stockholder, if a corporation or other entity, has been duly organized, is validly existing and is in good standing under the laws of the state of its formation or organization.

  • Organization; Good Standing; Qualification The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”).

  • 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.

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