Entity Matters Clause Samples

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. Buyer shall have the option to exclude the acquisition of an ownership interest in any of the Included Joint Ventures if; (a) Buyer has determined in its sole discretion that (i) since March 31, 2012, an Included Joint Venture has experienced any event, occurrence, development, fact, condition, state of circumstances, change or effect that (A) is, or is reasonably likely in the future to be, individually or in the aggregate, materially adverse to the business, operations, results of operations, condition, prospects, properties (including intangible properties), rights, obligations or assets of any of the Included Joint Ventures or (B) materially impairs or delays, or is reasonably likely to materially impair or delay the transactions contemplated by this Agreement or (ii) any such entity or its operations are not or have not been in compliance with applicable Legal Requirements; or (b) As contemplated by Section 6.11, prior to Closing: (i) an Included Joint Venture that is a Michigan limited liability company as of the date of this Agreement has not adopted and filed with the appropriate governmental authority, as applicable, an amendment or restatement of its articles, operating agreement, bylaws or other governing documents, in a manner satisfactory to Buyer in its reasonable discretion, and taken any such other actions requested by Buyer, including causing each entity, if necessary, to permit Buyer to become an owner and to fully effectuate the transfer of the ownership interest in such Included Joint Venture to Buyer; (ii) an Included Joint Venture that is a Michigan nonprofit corporation as of the date of this Agreement (except for MCMCA) has not adopted and filed with the appropriate governmental authority, as applicable, an amendment or restatement of its governing documents, in a manner reasonably satisfactory to Buyer, and taken any such other actions requested by ▇▇▇▇▇, including causing each entity to (i)(A) become a business corporation in accordance with the Business Corporation Act of the State of Michigan and (B) immediately thereafter, convert from such business corporation to a Michigan limited liability company, and (ii) if necessary, permit Buyer to become an owner of each such converted entity and to fully effectuate the transfer of the ownership interest in such entities to Buyer; provided, however, ▇▇▇▇▇’s decision to acquire an ownership interest which could have been excluded in accordance with this Section 7.18 will not affect ▇▇▇▇...

Entity Matters. The Company is duly organized and validly existing in good standing under the laws of the State of Delaware, has all requisite power and authority to conduct its business and to own its property as the same is and shall be conducted or owned, and is qualified to do business as a foreign corporation in all locations required under the laws of each jurisdiction in which it does business and under which the failure so to qualify and remain in good standing would have a material adverse effect on the Company. The execution of this Agreement, the Secured Notes, the Security and Subordination Agreement dated as of even date herewith made by the Company in favor of Shaar, TJC and The Shaar Fund, Ltd., as collateral agent thereunder (the “Security Agreement”), and the New Shaar Warrant (collectively, the “Exchange Documents”) will not violate the Company’s Certificate of Incorporation or By-Laws.

Entity Matters. 37 (a) Organization..............................................37 ------------

Entity Matters. The Company is duly organized and validly existing in good standing under the laws of the State of Delaware, has all requisite power and authority to conduct its business and to own its property as the same is and shall be conducted or owned, and is qualified to do business as a foreign corporation in all locations required under the laws of each jurisdiction in which it does business and under which the failure so to qualify and remain in good standing would have a material adverse effect on the Company. The execution of this Agreement, the Convertible Notes, the Series D Preferred Stock and the Warrants (collectively, the “Exchange Documents”) will not violate the Company’s Certificate of Incorporation or By-Laws.