Existence and Identity Clause Samples

The Existence and Identity clause serves to confirm that a party to the agreement is a legally recognized entity and that it has the authority to enter into the contract. In practice, this clause may require a party to provide documentation such as certificates of incorporation or other official records to verify its legal status and correct name. By including this clause, the contract ensures that all parties are properly identified and authorized, reducing the risk of disputes over the validity of the agreement or the parties' capacity to be bound by its terms.
Existence and Identity. Borrower shall continue its business as presently conducted. Borrower shall neither change the legal format under which it is organized nor sell any material portion of its property or merge its business, in whole or in part, without the prior written consent of the Lender. Borrower shall give the Lender written notice within 15 days of any change in location of its chief executive office or any other place of business.
View SourceView Similar (4)
Existence and Identity. Maintain and keep in full force and effect the Borrower's existence under the laws of the state of its organization, and continue its business as presently conducted. The Borrower shall not change the legal format under which the Borrower was organized nor sell all or substantially all of its property or merge or combine any of the Borrower’s business with any other person, without the prior written consent of the Lender. The Borrower shall give the Lender prompt written notice of any change in location of its chief executive office.
View SourceView Similar (4)
Existence and Identity. Borrower shall not change its status as a corporation without the prior written consent of Lender, which consent may be withheld in Lender’s sole and absolute discretion, nor shall Borrower cease to do business or engage in any line of business materially different from its current business by Borrower and discussed with the Lender and its related advisors.
View Source
Existence and Identity. Maintain and keep in full force and effect the Borrower’s and Bank’s existence under the laws of the state of its organization, continue its business as presently conducted, maintain and protect all trade names, and preserve the remainder of its property used or useful in its business in good condition and repair. The Borrower and Bank shall not change the legal format under which the Borrower and Bank were organized, without the prior written consent of the Lender. The Borrower and Bank shall give the Lender prompt written notice of any change in location of its chief executive office or any other place of business.
View Source

Related to Existence and Identity

  • Existence and Rights Each Borrower shall do (or cause to be done) all things necessary to preserve and keep in full force and effect its legal existence, good standing, rights and franchises.

  • Existence and Standing Each of the Borrower and its Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

  • Existence and Power The Seller is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has, in all material respects, all power and authority required to carry on its business as it is now conducted. The Seller has obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Seller to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part of the Transferred Assets.

  • Existence and Good Standing The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, USA.

  • Existence, Etc Seller shall: (a) preserve and maintain its legal existence, good standing and all of its material licenses required to service the Mortgage Loans; (b) comply with the requirements of all Applicable Laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending and real estate settlement procedures) if failure to comply with such requirements could be reasonably likely (either individually or in the aggregate) to have a material adverse effect on its ability to perform its obligations hereunder or under any other Transaction Document; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves; (d) not move its chief executive office or chief operating office from the addresses referred to in Exhibit J unless it shall have provided Purchaser not less than thirty (30) days prior written notice of such change; (e) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. Seller and its subsidiaries shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it; (f) keep in full force and effect the provisions of its charter documents, by-laws, operating agreements or similar organizational documents in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Documents; (g) keep in full force and effect all agreements and instruments by which it or any of its properties may be bound and all applicable decrees, orders and judgments, in each case to the extent reasonably necessary to perform its obligations hereunder or under any other Transaction Document; and (h) comply with its obligations under the Transaction Documents to which it is a party and each other agreement entered into with an Owner.