Organization; Qualifications. The Company and each of its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and is duly qualified to conduct business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure to so register or qualify in a jurisdiction outside of the jurisdiction of its incorporation would not, individually or in the aggregate, have a Material Adverse Effect.
Organization; Qualifications. The Purchaser is duly formed and validly existing and in good standing under the Laws of its jurisdiction of formation and has full power to perform its obligations under this Agreement.
Organization; Qualifications. Each Loan Party (i) is a limited liability company duly organized, validly existing and in good standing under the laws of the Republic of the Xxxxxxxx Islands or a corporation duly organized, validly existing and in good standing under the laws of the Republic of Liberia or the Republic of Panama, as the case may be, (ii) is duly qualified (or registered or having a registered agent, as appropriate) and in good standing as a foreign limited liability company or corporation, as the case may be, in each jurisdiction other than its jurisdiction of formation or incorporation, as the case may be, in which the conduct of its business requires it to so qualify (and in the case of the Vessel Owning Subsidiaries, to own a Hong Kong flag vessel) except where the failure to so qualify would not constitute a Material Adverse Effect, and (iii) has all requisite limited liability company or corporate power and authority (including, without limitation, all Governmental Authorizations) to own or lease and operate its properties, including the Collateral Vessels, and to carry on its business as now conducted and as proposed to be conducted. Table of Contents
Organization; Qualifications and Corporate Power; Subsidiaries. GSS and Parent are corporations duly incorporated and validly existing under the laws of the State of Delaware and are duly licensed or qualified as a foreign corporations and are in good standing in each other jurisdiction in which they own or lease any real property or in which the nature of the business transacted by them makes such licensing or qualification necessary. GSS and Parent each have the corporate power and authority, and the legal right, to own and operate their properties and to carry on their business as currently conducted.
Organization; Qualifications and Corporate Power 9
Organization; Qualifications. The Buyer (a) is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Texas; (b) has all requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business substantially as now being conducted; and (c) is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership, operation or leasing of its properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Buyer Material Adverse Effect. As used in this Agreement, the term “Buyer Material Adverse Effect” shall mean an event, change or circumstance which adversely affects in any material respect the ability of the Buyer to fund the Purchase at Closing or otherwise consummate the transactions contemplated by this Agreement, but shall not include: (a) changes or effects (i) generally affecting the principal industries and geographic areas in which the Buyer operates (including the demand for or market price of oil, natural gas or other commodities), to the extent such changes do not disproportionately impact the Buyer, (ii) generally affecting the economy or the financial markets in the United States or globally (including interest rates), to the extent such changes do not disproportionately impact the Buyer, (iii) generally affecting regulatory or political conditions in the United States or globally, to the extent such changes do not disproportionately impact the Buyer, (iv) resulting from compliance with the terms of this Agreement (including omissions required by this Agreement), (v) resulting from the announcement or pendency of the transactions contemplated by this Agreement; provided that such announcement was made in accordance with this Agreement, or (vi) resulting from any action or omission of the Sellers or any of their Affiliates or taken or omitted to be taken by the Buyer at the written direction of the Sellers or any of their Affiliates; (b) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any Law by any Governmental Entity; (c) any changes in GAAP or the interpretation thereof after the date hereof; (d) weather, natural disasters or meteorological events; or (e) acts of terrorism or war.
Organization; Qualifications. Each of the Borrower and the Parent Guarantor is a limited liability company duly organized, validly existing and in good standing under the laws of the Republic of the Mxxxxxxx Islands. Each of the Vessel Owning Subsidiaries is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; provided, however, that as of and after the Redomicilation Date, each of the Vessel Owning Subsidiaries shall be a limited liability company duly organized, validly existing and in good standing under the laws of the Republic of the Mxxxxxxx Islands. Each Loan Party (i) is duly qualified (or registered or having a registered agent, as appropriate) and in good standing as a foreign limited liability company in each jurisdiction other than its jurisdiction of formation in which the conduct of its business requires it to so qualify (and in the case of the Vessel Owning Subsidiaries, to own a Maltese flag vessel) except where the failure to so qualify would not constitute a Material Adverse Effect, and (ii) has all requisite limited liability company or corporate power and authority (including, without limitation, all Governmental Authorizations) to own or lease and operate its properties, including the Collateral Vessels, and to carry on its business as now conducted and as proposed to be conducted.
Organization; Qualifications. Seller is a corporation duly organized, validly existing and in good standing (or the equivalent) under the Laws of the State of New Jersey and has all necessary corporate power and authority to own, operate or lease the Purchased Assets and to carry on the Business as currently conducted. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of Seller as currently conducted makes such qualification or authorization necessary, except where the failure to be so qualified or otherwise authorized would not result in a Material Adverse Effect. Each shareholder of Seller is listed on Schedule 4.1, and no Person owns any equity securities of Seller other than those Persons listed on Schedule 4.1.
Organization; Qualifications. Chosen organizations should have the following: ● Experience delivering exceptional resources, professional development programs and ongoing program supports in districts with high populations of English learners, as evidenced by providing exemplar resources and/or expert references. ● Research or a description of a research plan that documents efficacy of their resources with diverse learners, including English learners. ● Experience partnering with districts and catering to the specific needs of differing classrooms, as evidenced by previous, documented success with districts of a similar size and/or student population and demographics. ● Evidence that curricular resources are aligned to the Colorado Academic Standards for high school social studies. ● Proven track record of effectively working with large urban school districts or charter management organizations in supporting curricular needs. Decision-Making Criteria: Various influences will drive the selection of organizations. The primary identified criteria are: ● Demonstrated ability to provide curricular resources that are aligned to the Colorado Academic Standards for social studies and support the learning needs of English learners as measured by the customized DPS Curriculum Adoption Evaluation Tool. ● Demonstrated ability to customize professional learning to the needs of Denver Public School students. ● Demonstrated ability to engage school communities in meaningful professional development that builds teacher capacity and instructional efficacy. ● Demonstration that assessments not only align to curricular resources, but also support current district assessment needs. ● Demonstrated ability to document a methodology for the purposes of scaling and replication. ● Demonstrated ability to problem solve and provide real-time course correction when needed. ● Demonstrated ability to respond to district’s timeline for delivery of materials by Friday, May 4, 2018. ● Cost of services.
Organization; Qualifications. Chosen organizations should have the following: ● Experience delivering exceptional resources, professional development programs and ongoing program supports in districts with high populations of diverse learners including English learners, as evidenced by providing exemplar resources and/or expert references. ● Research or a description of a research plan that documents efficacy of resources with diverse learners, including English learners. ● Experience partnering with districts and catering to the specific needs of differing classrooms, as evidenced by previous, documented success with districts of a similar size and/or student population and demographics. ● Evidence that curricular resources are matched to and aligned with the Next Generation Science Standards and the Common Core State Standards for Science and Technical Subjects. ● Proven track record of effectively working with large urban school districts or charter management organizations in supporting curricular needs. Decision-Making Criteria: Various influences will drive the selection of an organization. The primary identified criteria are: ● Demonstrated ability to provide curricular resources that are aligned to the the Next Generation Science Standards and the Common Core State Standards for Science and Technical Subjects and measured by the customized DPS Instructional Materials Evaluation Tool. ● Demonstrated ability to support the needs of diverse learners, including English learners. ● Demonstrated ability to engage school communities in meaningful professional development that builds teacher capacity and instructional efficacy. ● Demonstration that assessments not only align to curricular resources, but also support current district assessment needs i.e. formative assessments, end of unit assessments. ● Demonstrated ability to problem solve and provide real-time course correction when needed. ● Demonstrated ability to respond to district’s timeline for delivery of materials by Friday, May 4, 2018. ● Cost of services.
