Good Standing and Authority Clause Samples
The Good Standing and Authority clause confirms that each party entering into the agreement is properly organized, validly existing, and has the legal power to execute and perform its obligations under the contract. In practice, this means that a company or entity must be duly registered, compliant with relevant laws, and authorized by its governing documents or leadership to enter into the agreement. This clause helps ensure that all parties are legitimate and capable of fulfilling their contractual commitments, thereby reducing the risk of disputes over a party’s legal capacity or authority to contract.
Good Standing and Authority. Borrower, each Guarantor and each other Subsidiary is a corporation, duly organized, validly existing, and in good standing under the laws of the state of its incorporation or other place of organization; has powers and authority to transact the business in which it is engaged; is duly licensed or qualified and in good standing in each jurisdiction in which the conduct of such business requires such licensing or such qualification except where failure to qualify would not reasonably be expected to have a Material Adverse Effect; and has all necessary power and authority to enter this Agreement and to execute, deliver and perform this Agreement, any Note and any other document executed in connection with this Agreement, all of which have been duly authorized by all proper and necessary corporate and shareholder action.
Good Standing and Authority. Soliciting Dealer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to conduct its business and own its properties. Soliciting Dealer is qualified to do business in the jurisdictions the conduct of its business requires qualification. Soliciting Dealer will take all steps necessary to ensure that at all times during the Offering Period it remains in good standing and qualified to do business in such jurisdictions.
Good Standing and Authority. Certificates of the appropriate governmental officials of each jurisdiction as the Administrative Agent reasonably may request, dated within ten (10) days of the date hereof, stating that the Borrower and each of its Subsidiaries exists, is in good standing with respect to the payment of franchise and similar taxes and is duly qualified to transact business therein;
Good Standing and Authority. The Company is a limited liability company duly organized and validly existing under the laws of the State of Delaware with the full power and authority to conduct its business and own its properties as described in the Offering Circular, including without limitation to acquire the assets and conduct the activities contemplated in the Offering Circular.
Good Standing and Authority. 28 6.2. Consideration Shares............................................... 29 6.3. Capitalization..................................................... 29 6.4.
Good Standing and Authority. Certificates of the appropriate Governmental Authorities of such jurisdictions as Administrative Agent may designate, each dated a Current Date, to the effect that Borrower and each New Subsidiary is in good standing with respect to the payment of franchise and similar Taxes (to the extent such information is available) and is duly qualified to transact business in such jurisdiction.
Good Standing and Authority. Each of the Borrower, the Company and each of the Subsidiaries is a corporation, duly organized, validly existing, and in good standing under the laws of the state of its incorporation; has powers and authority to transact the business in which it is engaged; is duly licensed or qualified and in good standing in each jurisdiction in which the conduct of such business requires such licensing or such qualification, which singly or in the aggregate is material to the operations of the Company on a Consolidated basis; and has all necessary power and authority to enter, as appropriate, this Agreement and to execute, deliver and perform this Agreement, the Revolving Note, the Guaranties and any other document executed in connection with this Agreement, all of which have been duly authorized by all proper and necessary corporate and shareholder action.
Good Standing and Authority. Certificates of the appropriate governmental officials of such jurisdictions as Lender may request, each bearing a Current Date, to the effect that Borrowers and the other Companies are in good standing with respect to payment of franchise and similar Taxes and are duly qualified to transact business therein, accompanied by the certificate of the secretary of each such corporation, dated the Closing Date, that such certificates are true and correct.
Good Standing and Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan. Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which it is required to be so qualified, except where the failure to be so qualified would not have a material adverse effect on the Business, the Assets or the Assignable Items. All such jurisdictions are identified on the attached Schedule 5.1. Seller has the power and authority to enter into this Agreement, to enter into any and all documents contemplated in this Agreement (the “Attendant Documents”) to which it is a party and to consummate the transactions contemplated in this Agreement and the Attendant Documents. This Agreement and all of the Attendant Documents to which Seller is a party, and the consummation of the transactions contemplated in this Agreement and the Attendant Documents, have been (or will be by November 29, 2004) duly authorized and approved by all necessary and proper action on the part of Seller. Contemporaneously with the execution and delivery of this Agreement, Seller has provided Purchaser with a true, correct and complete copy of the resolutions unanimously adopted by its Board of Directors authorizing the execution and delivery of, and consummation of the transactions contemplated in, this Agreement, along with a letter, signed by all of Seller’s directors, agreeing to vote the shares of Seller’s capital stock owned by them in favor of the transactions contemplated in this Agreement. Seller acknowledges that Purchaser has relied on such resolutions and letter in entering into this Agreement. On or before November 29, 2004, Seller shall provide Purchaser with a true, correct and complete copy of the resolutions adopted by its shareholders authorizing the execution and delivery of, and consummation of the transactions contemplated in, this Agreement. This Agreement, and all of the Attendant Documents to which Seller is a party, when executed and delivered, will constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Schedule 5.1 lists all of Seller’s shareholders (the “Shareholders”), and the number and class of the shares of Seller’s capital stock held by each. Except for the Shareholders and as set forth on Schedule 5.1, Seller does not own or control, is not owned or controlled by and is not under common ownership or contro...
Good Standing and Authority. Purchaser is a limited liability company organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction in which it is required to be qualified. Purchaser has full limited liability company power and authority to enter into this Agreement, to enter into the Attendant Documents to which it is a party and to consummate the transactions contemplated in this Agreement. This Agreement and all of the Attendant Documents to which Purchaser is a party, and the consummation of the transactions contemplated in this Agreement, have been or will be, on or prior to the Closing Date, duly authorized and approved by all necessary and proper limited liability company action on the part of Purchaser. This Agreement, and all of the Attendant Documents to which Purchaser is a party, when executed and delivered, will constitute legal, valid and binding obligations of Purchaser enforceable against such Purchaser in accordance with their respective terms.