Entity Matters. The Guarantor is a duly organized, validly existing entity organized and in good standing under the laws of the State of Maryland, and has all requisite power and authority to conduct its business and to own its property as now conducted or owned, and is qualified to do business in all jurisdictions where the nature and extent of its business is such that such qualification is required by law.
Entity Matters. That each Indemnitor is a duly organized validly existing entity in good standing under the laws of its organization and has all requisite power and authority to conduct its business and to own its properties as now conducted or owned;
Entity Matters. If such Guarantor is a Delaware Guarantor (as defined in Schedule 1), such Guarantor is duly organized, validly existing entity organized and in good standing under the laws of the State of Delaware, and has all requisite power and authority to conduct its business and to own its property as now conducted or owned, and is qualified to do business in all jurisdictions where the nature and extent of its business is such that such qualification is required by law. If such Guarantor is a Pennsylvania Guarantor (as defined in Schedule 1), such Guarantor is duly organized, validly existing entity organized and in good standing under the laws of the Commonwealth of Pennsylvania, and has all requisite power and authority to conduct its business and to own its property as now conducted or owned, and is qualified to do business in all jurisdictions where the nature and extent of its business is such that such qualification is required by law. If such Guarantor is a Virginia Guarantor (as defined in Schedule 1), such Guarantor is duly organized, validly existing entity organized and in good standing under the laws of the Commonwealth of Virginia, and has all requisite power and authority to conduct its business and to own its property as now conducted or owned, and is qualified to do business in all jurisdictions where the nature and extent of its business is such that such qualification is required by law.
Entity Matters. 13 6.7.1 Organization....................................................................13 6.7.2 Ownership, Subsidiaries and Taxpayer Identification Numbers.....................13 6.7.3 Authorization...................................................................14 6.8
Entity Matters. The Borrower is and shall remain a duly organized, validly existing corporation and shall have all requisite corporate power and authority to conduct its business and to own its property as the same is and shall be conducted or owned, and is and shall remain qualified to do business in all jurisdictions where the nature and extent of its business is or may be such that qualification is required by law, except where the failure to so qualify would not have a material and adverse effect on the Borrower, its properties or business, provided, however, that the Borrower may merge with any of its Affiliates or with any regulated water utility, without the Bank's consent, as long as the surviving entity shall have all of Borrower's obligations under the Related Documents. The execution of the Borrower Documents by the Borrower does not require any consent(s) which have not otherwise been obtained, whether of the Borrower's creditors or otherwise; and does not violate Borrower's certificate of incorporation, by-laws or similar documents or agreements of creation, governance, or management.
Entity Matters. Guarantor is a duly organized, validly existing corporation, organized and in good standing under the laws of Delaware, has all requisite power and authority to conduct its business and to own its property as now conducted or owned, and is qualified to do business in all jurisdictions where the nature and extent of its business is such that such qualification is required by law;
Entity Matters. (i) Borrower [1] is a limited liability company [2] duly organized and existing under the laws of the State of Delaware, and registered to do business in the State of Wisconsin; [3] in good standing to do business in the State of Wisconsin; [4] has not been administratively dissolved or filed articles of dissolution; [5] has not taken any action which would cause it to dissolve or failed to take any action if such failure would require its dissolution; [6] has the power, authority, right and franchises to own property and to carry on its business as now conducted; and [7] is duly qualified and in good standing in each state in which the character of the properties owned by it, or the conduct of its business, makes such qualification necessary.
Entity Matters. Sellers, the Joint Venture and LifePoint Sub shall use their commercially reasonable efforts prior to Closing to permit and fully effectuate the transfer of the ownership interest in UPHP, UPMC and the Included Joint Venture to the Joint Venture or a subsidiary of the Joint Venture, including in obtaining the approval of the Michigan Department of Insurance and Financial Services to the change of ownership in UPHP and UPMC, to the extent necessary under any Requirement of Law.
Entity Matters. Seller shall use its commercially reasonable efforts prior to Closing, and shall cause each of its affiliates to use its commercially reasonable efforts:
Entity Matters. Buyer shall have the option to exclude the acquisition of an ownership interest in any of the Included Joint Ventures if;
