Organization and Qualification; Power and Authority Sample Clauses

Organization and Qualification; Power and Authority. Compliance With Laws; Title to Properties; Event of Default 45 SECTION 3.02. Subsidiaries and Owners; Investment Companies 46 SECTION 3.03. Validity and Binding Effect 46 SECTION 3.04. No Conflict; Material Agreements; Consents 46 SECTION 3.05. Litigation 46 SECTION 3.06. Financial Statements 47 SECTION 3.07. Margin Stock 47 SECTION 3.08. Full Disclosure 47 SECTION 3.09. Taxes 48 SECTION 3.10. Patents, Trademarks, Copyrights, Licenses, Etc. 48 SECTION 3.11. Liens in the Collateral 48 SECTION 3.12. Insurance 48 SECTION 3.13. ERISA Compliance 48 SECTION 3.14. Environmental Matters 49 SECTION 3.15. Solvency 49 SECTION 3.16. Anti-Terrorism Laws 49 SECTION 3.17. Updates to Schedules 49 ARTICLE IV Conditions 50 SECTION 4.01. Effective Date 50 SECTION 4.02. Each Credit Event 52 ARTICLE V Affirmative Covenants 52 SECTION 5.01. Preservation of Existence, Etc. 52 SECTION 5.02. Payment of Liabilities, Including Taxes, Etc. 53 SECTION 5.03. Maintenance of Insurance 53 SECTION 5.04. Maintenance of Properties and Leases 53 SECTION 5.05. Visitation Rights 53 SECTION 5.06. Keeping of Records and Books of Account 53 TABLE OF CONTENTS (continued) Page SECTION 5.07. Compliance with Laws; Use of Proceeds 54 SECTION 5.08. Further Assurances 54 SECTION 5.09. Anti-Terrorism Laws 54 SECTION 5.10. Collateral Value 54 SECTION 5.11. Eligible Collateral Requirements 55 SECTION 5.12. Collateral Value and Delinquency Proceedings 55 SECTION 5.13. Reporting Requirements 55 SECTION 5.14. Additional Information 57 ARTICLE VI Negative Covenants 57 SECTION 6.01. Indebtedness 57 SECTION 6.02. Liens 58 SECTION 6.03. Guarantees 59 SECTION 6.04. Investments 59 SECTION 6.05. Dividends and Related Distributions 60 SECTION 6.06. Liquidations, Mergers, Consolidations, Acquisitions 60 SECTION 6.07. Dispositions of Assets or Subsidiaries 60 SECTION 6.08. Affiliate Transactions 61 SECTION 6.09. Continuation of or Change in Business 61 SECTION 6.10. Fiscal Year 61 SECTION 6.11. Issuance of Stock or Other Ownership Interests 61 SECTION 6.12. Changes in Organizational Documents 62 SECTION 6.13. Negative Pledges 62 SECTION 6.14. Indebtedness to Total Capitalization 62 SECTION 6.15. [Reserved] 62 SECTION 6.16. Attorney-in-Fact 62 SECTION 6.17. Anti-Terrorism Laws 63 ARTICLE VII Events of Default 63 SECTION 7.01. Events of Default 63 TABLE OF CONTENTS (continued) Page SECTION 7.02. Consequences of Event of Default 65 ARTICLE VIII The Administrative Agent 66 ARTICLE IX Miscellaneous 68 SECTION 9.01. Notices 6...
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Organization and Qualification; Power and Authority. 6 SECTION 3.02. SUBSIDIARIES....................................................6 SECTION 3.03. CAPITALIZATION..................................................7 SECTION 3.04. AUTHORIZATION OF AGREEMENTS, ETC................................8 SECTION 3.05. VALIDITY.......................................................10 SECTION 3.06.
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Organization and Qualification; Power and Authority. Parent is a corporation validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own or lease and operate its properties and assets and to carry on its business as it is now being conducted and as proposed to be conducted. Parent is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction in which the character of its properties owned or leased or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the rights or remedies of the Purchasers, or on the ability of the Co-Issuers to perform their obligations to the Purchasers, under this Agreement, the Ancillary Agreements and the Notes or on the business, operations, property, assets, liabilities, condition (financial or otherwise) or results of operations of the Co-Issuers and their subsidiaries, taken as a whole ("MATERIAL ADVERSE EFFECT"). Intermediate Holdco is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to own or lease and operate its properties and assets and to carry on its business as currently conducted. Intermediate Holdco has not engaged in any activities or incurred any liabilities other than in connection with its organization, this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Except to the extent contemplated by Section 5.04, each of the Co-Issuers has the power and authority (corporate or otherwise) to execute, deliver and perform all of its obligations hereunder and under each of the Ancillary Agreements and the Notes.
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Organization and Qualification; Power and Authority. The Borrower (a) is duly incorporated and organized and validly existing in good standing under the laws of the State of Delaware, (b) is qualified to do business and is in good standing in all states in which qualification and good standing are necessary in order for it to conduct its business and own or lease its property, and (c) has all requisite power and authority to conduct its business and to own and lease its property. 7.2
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Organization and Qualification; Power and Authority. (a) Except as set forth on Section 5.1 of the Seller Disclosure Letter, each of Seller Parent, each Selling Party and each Business Subsidiary is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization;
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Organization and Qualification; Power and Authority. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own or lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction in which the character of its properties owned or leased or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the rights or remedies of the Purchasers, or on the ability of the Company to perform its obligations to the Purchasers, under this Agreement and the Ancillary Agreements (as defined in Section 2.04 below) or on the business, operations, property, assets, liabilities, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole (a "Material Adverse Effect"). The Company has the corporate power and authority to execute, deliver and perform all of its obligations hereunder and under each of the Ancillary Agreements.
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Organization and Qualification; Power and Authority. (a) Each of Seller Parent and the Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization;
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Organization and Qualification; Power and Authority. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own or lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction in which the character of its properties owned or leased or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not have a material
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Organization and Qualification; Power and Authority. Compliance With Laws; Title to Properties; Event of Default 54
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Related to Organization and Qualification; Power and Authority

  • Organization, Power and Qualification Bank is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America and has full corporate power and authority to enter into this Agreement and to carry out the provisions of this Agreement. Bank is duly qualified and in good standing to do business in all jurisdictions where such qualification is necessary for Bank to carry out its obligations under this Agreement.

  • Organization, Qualification and Authority The LLC is a limited liability company duly organized, validly existing and in good standing in the State of Nevada, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Since the date of its formation, LLC has consistently observed and operated within the corporate formalities of the jurisdictions in which it is formed and/or conducts its business, and has consistently observed and complied with the applicable law of such jurisdictions. LLC does not own stock or equity interests in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization prior to the Effective Time of Contribution. LLC will conduct no operations, will enter into no agreements, and will own no assets prior to the Closing. LLC has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement, to consummate the transactions contemplated on the part of LLC hereby, and to take all actions necessary to permit or approve the actions LLC takes in connection with this Agreement. The execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by LLC has been duly authorized by all necessary corporate action on the part of LLC. No other action on the part of LLC or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith. This Agreement and all other agreements and documents executed in connection herewith by LLC, upon due execution and delivery thereof, will constitute the valid and binding obligations of LLC, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

  • Organization, Good Standing, Corporate Power 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 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.

  • Organization and Authority The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

  • Due Organization and Authority The Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer, and in any event the Servicer is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the terms of this Agreement; the Servicer has the full power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Servicer and all requisite action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms;

  • 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.

  • 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.

  • Organization and Good Standing; Power and Authority Each Ventas Entity and each Significant Subsidiary (A) is a corporation, partnership, limited liability company or real estate investment trust duly organized and validly existing under the laws of the jurisdiction of its organization, (B) has all requisite corporate, partnership, limited liability company or trust power and authority necessary to own its property and carry on its business as described in the Disclosure Package and the Prospectus, and (C) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary, except for any failures to be so qualified and in good standing that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

  • Organization; Power and Authority The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

  • Organization, Qualification and Corporate Power The Company is a corporation duly organized, validly existing and in corporate and tax good standing under the laws of the State of Delaware. The Company is duly qualified to conduct business and is in corporate and tax good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect (as defined below). The Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has furnished or made available to the Parent complete and accurate copies of its certificate of incorporation and bylaws. The Company is not in default under or in violation of any provision of its certificate of incorporation, as amended to date, or its bylaws, as amended to date. For purposes of this Agreement, “Company Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise), results of operations or future prospects of the Company taken as a whole.

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