Organization, Good Standing, and Authorization Clause Samples
The "Organization, Good Standing, and Authorization" clause serves to confirm that a party entering into an agreement is a legally established entity, is currently in good standing under the laws of its jurisdiction, and has the necessary authority to execute and perform the contract. In practice, this means the party is properly registered (such as a corporation or LLC), has complied with all required filings and fees, and that the individuals signing the agreement have been duly authorized by the entity’s governing body. This clause provides assurance to the other party that the entity is legitimate and empowered to enter into binding agreements, thereby reducing the risk of unenforceable contracts or unauthorized commitments.
Organization, Good Standing, and Authorization. MLP is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware. MLP has all requisite limited partnership power and authority to enter into and perform this Agreement and the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated herein and therein. The execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation by MLP of the transactions contemplated herein have been duly and validly authorized by all necessary limited partnership action by MLP. This Agreement has been duly executed and delivered by MLP.
Organization, Good Standing, and Authorization. (a) The Investor is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with full power and authority to perform its obligations under this Agreement. The Investor is duly qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which either the ownership or use of the properties owned or used by it or the nature of the activities conducted by it requires such licensing, qualification or good standing, except for any failure to be so licensed, qualified or be in such good standing which could not be reasonably expected to have a material adverse effect on the Investor and its Subsidiaries, taken as a whole.
(b) The Investor has the requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations hereunder. This Agreement has been duly executed and delivered by the Investor and constitutes the valid and binding agreement of the Investor, enforceable against the Investor in accordance with its terms, subject to bankruptcy, insolvency, moratorium, fraudulent transfer and other laws affecting creditors’ rights and to general equity principles.
Organization, Good Standing, and Authorization. (a) The Company and each Company Subsidiary is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with full power and authority to perform its obligations under this Agreement. The Company and each Company Subsidiary is duly qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction in which either the ownership or use of the properties owned or used by it or the nature of the activities conducted by it requires such licensing, qualification or good standing, except for any failure to be so licensed, qualified or be in such good standing which could not be reasonably expected to have a Material Adverse Effect. The Company has furnished to the Investor true, correct and complete copies of its certificate of incorporation and bylaws (or similar governing documents) as amended through the date of this Agreement for the Company and the Bank. The Company is duly registered as a savings and loan holding company under the Home Owners’ Loan Act of 1934, as amended. Each of the Company and the Bank is, and will continue to be, duly certified as a “Community Development Financial Institution” by the U.S. Department of the Treasury’s Community Development Financial Institutions Fund.
(a) The Schedule of Subsidiaries, attached hereto as Schedule C, sets forth a true and complete list of all Subsidiaries (as defined below) of the Company (each hereinafter referred to individually as a “Company Subsidiary” and collectively as the “Company Subsidiaries”). For purposes of this Agreement, the term “Subsidiary” shall mean with respect to any Person (as defined below), any corporation or other entity of which such Person has, directly or indirectly, ownership of securities or other interests having the power to elect a majority of
Organization, Good Standing, and Authorization. (a) The Company is, and as of the Closing, Holdco will be, duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company is, and as of the Closing, Holdco will be, duly qualified or licensed to do business as a foreign corporation and is in good standing as a foreign corporation in each jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such licensing, qualification or good standing, except for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have a Material Adverse Effect on the Company.
(b) Each of the Company and Holdco has the full power and authority and has taken all action necessary in order to execute, deliver and perform fully, its obligations under this Agreement (in the case of the Company only) and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of the Company and Holdco of this Agreement and each Ancillary Agreement to which it is a party and the consummation by each of the Company and Holdco of the transactions contemplated hereby and thereby have been duly authorized and approved and no other corporate proceeding with respect to the Company or Holdco is necessary to authorize this Agreement, the Ancillary Agreements to which it is a party, or the transactions contemplated hereby or thereby. This Agreement and each of the Ancillary Agreements to which the Company or Holdco, as applicable, is a party, has been duly executed and delivered by the Company or Holdco, as applicable, and constitutes a valid and binding agreement of the Company or Holdco, as applicable, enforceable against the Company or Holdco, as applicable, in accordance with its terms except to the extent that the enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought.
Organization, Good Standing, and Authorization. BUYER is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware. BUYER has all requisite power and authority to enter into and perform this Agreement and the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated herein and therein. The execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation by BUYER of the transactions contemplated herein have been duly and validly authorized by all necessary action by BUYER. This Agreement has been duly executed and delivered by BUYER.
Organization, Good Standing, and Authorization. Each Transferee is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware. Each Transferee has all requisite limited partnership power and authority to enter into and perform this Agreement and the other Transaction Documents to which it is or will be a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents to which it is or will be a party and the consummation by each Transferee of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited partnership action by each Transferee. This Agreement has been duly executed and delivered by each Transferee.
Organization, Good Standing, and Authorization. CAPL is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware. The execution and delivery of this Agreement and each other Transaction Document to which CAPL is or will be a party and the consummation by CAPL of the transactions contemplated hereby and thereby have been (or will be, prior to the execution and delivery thereof) duly and validly authorized by all necessary partnership action by CAPL. This Agreement and each other Transaction Document to which CAPL is or will be a party has been or will be duly executed and delivered by CAPL. CAPL has all requisite partnership power and authority to enter into this Agreement and each other Transaction Document to which it is or will be a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated hereby and thereby.
Organization, Good Standing, and Authorization. Buyer is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Buyer has all requisite power and authority to enter into this Agreement and the other Transaction Documents to which it is or shall be a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated herein and therein. The execution and delivery of this Agreement and the other Transaction Documents to which it is or shall be a party and the consummation by Buyer of the transactions contemplated herein have been duly and validly authorized by all necessary action by Buyer. This Agreement and the other Transaction Documents to which it is or shall be a party has been or will be duly executed and delivered by Buyer.
Organization, Good Standing, and Authorization. Each of the General Partner and DM Holdings II is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. The execution and delivery of this Agreement and each other Transaction Document to which the General Partner and DM Holdings II, as applicable, is or will be a party and the consummation by the General Partner and DM Holdings II, as applicable, of the transactions contemplated hereby and thereby have been (or will be, prior to the execution and delivery thereof) duly and validly authorized by all necessary limited liability company action by the General Partner and DM Holdings II, as applicable. This Agreement and each other Transaction Document to which the General Partner and DM Holdings II, as applicable, is or will be a party has been or will be duly executed and delivered by the General Partner and DM Holdings II, as applicable. Each of the General Partner and DM Holdings II has all requisite limited liability company power and authority to enter into this Agreement and each other Transaction Document to which it is or will be a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated hereby and thereby.
Organization, Good Standing, and Authorization. MLP is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware. The execution and delivery of this Agreement and each other Transaction Document to which MLP is or will be a party and the consummation by MLP of the transactions contemplated hereby and thereby have been (or will be, prior to the execution and delivery thereof) duly and validly authorized by all necessary partnership action by MLP. This Agreement and each other Transaction Document to which MLP is or will be a party has been or will be duly executed and delivered by MLP. MLP has all requisite partnership power and authority to enter into this Agreement and each other Transaction Document to which it is or will be a party, to perform its obligations hereunder and thereunder and to carry out the transactions contemplated hereby and thereby.