Organization, Good Standing and Qualification Sample Clauses

Organization, Good Standing and 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 now 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 its business or properties.
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Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to carry on its business as now 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 its business or properties.
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority to conduct its business.
Organization, Good Standing and Qualification. Each of the Company and its Subsidiaries 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 carry on its business as now conducted and to own its properties. Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify has not and could not reasonably be expected to have a Material Adverse Effect. The Company’s Subsidiaries are listed on Schedule 4.1 hereto.
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now 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 so to qualify would have a material adverse effect on its business or properties.
Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Reaffirmation and Ratification Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Reaffirmation Agreement”) pursuant to which the Company reaffirms its obligations under, among other documents, instruments and agreements, (A) the Master Security Agreement dated as of October 28, 2004 by and between the Company and the Purchaser (as the same has been amended and restated as of the date hereof and as the same may be further amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (B) the Restricted Account Agreement dated as of October 28, 2004 among North Fork Bank, a New York banking corporation, the Company and the Purchaser, and (C) the Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of October 28, 2004 made by the Company in favor of the Purchaser (as the same has been amended and restated as of the date hereof and as the same may be further amended, modified or supplemented from time to time), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Registration Rights Agreement”), (v) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”); (vi) the Amended and Restated Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by the Company in favor of the Purchaser (as amended, modified or supplemented from time to time), (vii) the Transfer Order and Direction t...
Organization, Good Standing and Qualification. Each of the Company and its Subsidiaries 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 carry on its business as now conducted and to own its properties. Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify has not and could not reasonably be expected to have a Material Adverse Effect. The Company’s Subsidiaries are listed on the Company’s public disclosures filed with the SEC.
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Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business (a “Material Adverse Effect”).
Organization, Good Standing and Qualification. It and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Organization, Good Standing and Qualification. Each of the Company, Iview and Iview Parent, and each of their respective Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company, Iview, Iview Parent, and each of their respective Subsidiaries has the power (corporate and otherwise) and authority to own and operate its properties and assets, to execute and deliver (i) this Agreement, (ii) the Company Note, the Iview Note, the Iview Option and the Company Warrant, (iii) the Escrow Agreement dated as of the date hereof among the Company, Iview, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit E hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”), (iv) the Amended and Restated Guaranty dated the date hereof executed by the Company, Iview, Cancable Holding Corp., (“Cancable Holding”), Cancable, Inc., Cancable Inc., Creative Vistas Acquisition Corp. (“Creative Vistas Acquisition”), A.C. Technical Systems Ltd. (“A.C. Ltd.”) and Iview Parent in favour of the Purchaser, (the “Amended and Restated Guaranty”), (the Company, Cancable Holding, Cancable, Inc., Cancable Inc., Creative Vistas Acquisition, A.C. Ltd., Iview Parent and Iview (collectively, the “Loan Parties”), (v) the Joinder and Confirmation of Security dated the date hereof granted by the Loan Parties in favour of the Purchaser (the “2006 Joinder”), (vi) the Amended and Restated Guaranty dated as of the date hereof granted by Bxxxx X. Xxxxxxx (“Sxxxxxx”) in favour of the Purchaser (the “Sxxxxxx Amended and Restated Guaranty”), (vii) the Joinder and Confirmation of Security dated the date hereof granted by Sxxxxxx in favour of Purchaser (the “Sxxxxxx Joinder”), (viii) all other agreements related to this Agreement, the Company Note and the Iview Note and referred to herein (the preceding clauses (ii) through (viii), and (ix) the Master Security Agreement dated as of September 30, 2004 granted by the Company, A.C. Ltd., A.C. Technical Acquisition Corp. (now Creative Vistas Acquisition) and Cancable Holding, Iview, Cancable Inc., and Cancable, Inc. (pursuant to the Joinder and Confirmation of Security dated as of December 31, 2005 between Cancable Holding, Iview, Cancable Inc., Cancable, Inc., Company, Creative Vistas Acquisition, A.C. Ltd. and Sxxxxxx (the “2005 Joinder”) in favour of the Purchaser, (x) the Subsidiary...
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