Authorization and Good Standing Sample Clauses

The Authorization and Good Standing clause confirms that each party entering into the agreement has the legal authority and proper organizational status to do so. Typically, this clause requires each party to affirm that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction, and that it has obtained all necessary approvals to execute and perform the contract. By including this provision, the parties ensure that the agreement is legally binding and enforceable, reducing the risk of future disputes over a party’s capacity or authority to contract.
Authorization and Good Standing. The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of this Amendment and any other legal matters relating to the Credit Parties or this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
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Authorization and Good Standing. The Seller shall have received from ------------------------------- the Buyer: (a) A certificate that this Agreement has been duly executed and delivered on behalf of the Buyer and is binding and enforceable against it in accordance with its terms. (b) A certificate that Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has full power and authority to own and use its properties and carry on its business as being conducted immediately prior to the date of the Closing. (c) A Certificate of Existence from the State of Delaware.
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Authorization and Good Standing. The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to own and operate its properties and to carry on the business conducted by it as now conducted. The Company is duly qualified or licensed and in good standing to do business as a foreign entity in each jurisdiction in which such qualification is required.
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Authorization and Good Standing. The Successor Agent shall have received such documents and certificates as the Successor Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of this Amendment and any other legal matters relating to the Credit Parties or this Amendment, all in form and substance reasonably satisfactory to the Successor Agent and its counsel.
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Authorization and Good Standing. A copy of each Seller's corporate resolutions regarding the transactions contemplated hereby and in the Transaction Documents, certified by its secretary or assistant secretary, and a certificate of good standing for each Seller from the Secretary of State or other appropriate officer of the state or other jurisdiction of its incorporation;
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Authorization and Good Standing. A copy of each Buyer's and AES Operations' corporate resolutions regarding the transactions contemplated hereby and in the Transaction Documents, certified by its secretary or assistant secretary, and a certificate of good standing for each Buyer and AES Operations from the Secretary of State of the state of its incorporation;
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Authorization and Good Standing. The Buyer shall have received from ------------------------------- the Seller: (a) A certificate that this Agreement has been duly executed and delivered on behalf of the Seller, is valid, binding and enforceable against the Seller in accordance with its terms, and has received all requisite corporate authorization. (b) A certificate that the Seller is a corporation duly organized and validly existing under the laws of Georgia. The Seller has full power and authority to own and use its properties and carry on its business as being conducted immediately prior to the date of the Closing. (c) A Certificate of Existence from the State of Georgia. (d) An attorney's opinion or acceptable UCC reports from the Georgia State Clerk's Cooperative Authority, Tennessee Secretary of State and the South Carolina Secretary of State showing that the Assets are not subject to any liens or encumbrances or a written commitment to release any such liens or encumbrances from all secured parties.
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Authorization and Good Standing. Borrower is duly formed, validly existing and in good standing under the laws of the State of its formation. ▇▇▇▇▇▇▇▇ has the power and requisite authority to execute, deliver and perform its obligations under this Amendment and any other document executed in connection herewith and is duly authorized to, and has taken all action necessary to authorize it to, execute, deliver, and perform its obligations under this Amendment and the other Loan Documents. This Amendment has been duly executed and delivered on behalf of ▇▇▇▇▇▇▇▇. ​
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Authorization and Good Standing. The Buyer shall have received from ------------------------------- the Seller: (a) A certificate that this Agreement has been duly executed and delivered on behalf of the Seller, is valid, binding and enforceable against the Seller in accordance with its terms, and has received all requisite approval by the Manager and Members of the Seller. (b) A certificate that the Seller is a limited liability company duly organized, validly existing and in good standing under the laws of Kansas. The Seller is duly qualified as a foreign company in good standing under the laws of any states where the nature of its business and its operations require such qualification. The Seller has full power and authority to own and use its properties and carry on its business as being conducted immediately prior to the Closing Date. (c) A Certificate of Good Standing from the State of Kansas. (d) Such Uniform Commercial Code, judgement and tax reports sufficient to show that the Assets and Assumed Obligations are not subject to any liens or encumbrances.
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Related to Authorization and Good Standing

  • Organization and Good Standing Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

  • Qualification and Good Standing Each Loan Party is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had and will not have 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.

  • Corporate Organization and Good Standing The Company is a corporation ---------------------------------------- duly organized, validly existing, and in good standing under the laws of the State of Delaware and is duly qualified and in good standing in all other states where the nature of its business or operations or the ownership of its property requires such qualification.

  • Incorporation and Good Standing The Company has been duly incorporated or formed and is validly existing and in good standing as a company limited by shares under the laws of the jurisdiction of its formation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. As of the Closing, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is not otherwise disclosed in the Disclosure Package.