Organization, Standing and Qualification; Subsidiaries Clause Samples

Organization, Standing and Qualification; Subsidiaries. (a) KSG and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate or other power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. KSG and each of its subsidiaries is duly qualified or licensed to do business and in good standing in each jurisdiction in which its property is owned, leased or operated or the nature of the Business conducted by it makes such qualification or licensing necessary. Section 5.1 of the Sellers' Disclosure Schedule lists all lines of business constituting the Business, the names (registered or otherwise) in which KSG does business, the complete and correct list of all of the Principals' Affiliates and KSG's subsidiaries and their respective jurisdictions of incorporation or organization (such list to include the ownership structure of each entity and the jurisdiction in which each entity is doing business and whether each is qualified or licensed to do business in such jurisdiction), and the names and titles of all officers and directors of KSG. KSG has delivered to the Buyer or its counsel complete and correct copies of its and each of its subsidiaries' certificate of incorporation and bylaws, as currently in effect. (b) All the outstanding shares of capital stock of, or other equity interests in, each of KSG's subsidiaries have been validly issued and are fully paid and non-assessable and are owned directly or indirectly by KSG, free and clear of all Liens and security interests of any kind or nature whatsoever and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws, and no other person or entity has any rights of any nature to acquire any securities of any of such subsidiaries. Neither KSG nor any of its subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity.
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Organization, Standing and Qualification; Subsidiaries. (a) Each of Pop Factory and the Subsidiaries is a limited liability company validly existing under the laws of the State of Florida. Neither Pop Factory nor any of the Subsidiaries is required to be qualified to do business in any other jurisdiction in connection with the operation of the Business. Each of Pop Factory and the Subsidiaries has all requisite limited liability company power and authority and is entitled to own, lease, and operate its properties and to carry on its Business as and in the places such properties are now owned, leased or operated and where such Business are presently conducted. The copies of the articles of organization and operating agreement of Pop Factory and the copies of the articles of organization of each of the Subsidiaries attached to Schedule 3.1(a) hereto are true, complete and correct copies in all material respects of such documents as in effect on the date hereof. (b) In the last five (5) years, the operations of the Business have only been conducted through Company and no other direct or indirect subsidiary, member or affiliate of Company or Members. Except as set forth on Schedule 3.1(b) hereto, none of the Business (including any assets, properties or rights of the Company that are necessary to the operation of the Business in a manner consistent, in all material respects, with the manner in which it is currently operated) or Assets are owned, held, used or conducted by any member or affiliate of the Company or Members. (c) Schedule 3.1(c) sets forth all interests and investments (whether equity or debt) in any entity owned directly or indirectly by each of Pop Factory and the Subsidiaries, and intercompany receivables owing by and to the Subsidiaries or by the Subsidiaries to Pop Factory.
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Organization, Standing and Qualification; Subsidiaries. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite power and authority and is entitled to own, lease and operate its properties and to carry on its business as and in the places such properties are now owned, leased or operated and where such business is presently conducted. Seller is qualified to do business and is in good standing in each state or jurisdiction listed in Schedule 5.1 of the Disclosure Schedule delivered by Seller in connection and concurrently with the execution and delivery of this Agreement (the "Disclosure Schedule"), which states constitute all states in which the failure to be so qualified could have a material adverse effect on the condition (financial or otherwise), business, properties, assets, liabilities, prospects or results of the operations of Seller. The copies of the Certificate of Incorporation and By-Laws of Seller delivered by Seller to Buyer are complete and correct. (a) No part or aspect of the Business has been conducted through any direct or indirect subsidiary or any direct or indirect affiliate of Seller.
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Organization, Standing and Qualification; Subsidiaries. (a) The Company and each of its its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate or other power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company and each of its subsidiaries is duly qualified or licensed to do business and in good standing in each jurisdiction in which its property is owned, leased or operated or the nature of the business conducted by it makes such qualification or licensing necessary. None of the subsidiaries or Affiliates of the Company has any material assets used in connection with the business of the Company. The Company has delivered to Parent or its counsel complete and correct copies of its and each of its subsidiaries' certificate of incorporation and bylaws, or other governing documents, as currently in effect. (b) All the outstanding shares of capital stock of, or other equity interests in, each of the Company's subsidiaries have been validly issued and are fully paid and non-assessable and are owned directly by the Company, free and clear of all Liens and security interests of any kind or nature whatsoever and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws, and no other person or entity has any rights of any nature to acquire any securities of any of such subsidiaries. Neither the Company nor any of its subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity.
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Organization, Standing and Qualification; Subsidiaries. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite power and authority and is entitled to own, lease and operate its properties and to carry on its business as and in the places such properties are now owned, leased or operated and where such business is presently conducted. Seller is qualified to do business and is in good standing in each state or jurisdiction listed in Schedule 5.1, which states constitute all states in which the failure to be so qualified could have a material adverse effect on the condition (financial or otherwise), business, properties, assets, liabilities, prospects or results of the operations of Seller. The copies of the Certificate of Incorporation and By-Laws of Seller delivered by Seller to Buyer are complete and correct. No part or aspect of the Business has been conducted through any direct or indirect subsidiary or any direct or indirect affiliate of Seller.
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Organization, Standing and Qualification; Subsidiaries. (a) Each of Seller and the Transferred Entities is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification necessary, other than where the failure to be duly qualified and in good standing would not have a Material Adverse Effect. (b) Schedule 3.2(b) sets forth a complete and correct list of all of the Transferred Entities, together with the jurisdiction of incorporation and foreign qualifications of each. Seller owns, directly or indirectly, all of the issued and outstanding capital stock of each such corporation. (c) Except as set forth in Schedule 3.2(c), no Transferred Entity owns or controls, directly or indirectly, any capital stock, or other securities of, or has any ownership interest in, any corporation, partnership or other entity. Schedule 3.2(c) sets forth a list of all dividends declared or paid by any Transferred Entity with respect to the capital stock of such entity since December 27, 1996. (d) Seller has made available to Buyer complete and accurate copies of the organizational documents and bylaws, in each case as amended or restated to the date of this Agreement, of each of the Transferred Entities.
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Related to Organization, Standing and Qualification; Subsidiaries

  • Organization and Qualification; Subsidiaries (a) MAMP is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

  • Organization, Standing and Qualification (a) FTN Financial Capital Markets is a division of First Tennessee Bank National Association, a national banking association duly organized, validly existing and in good standing under the laws of the United States, with full power and authority to own, lease and operate its properties and conduct its business as currently being conducted. FTN Financial Capital Markets is duly qualified to transact business as a foreign corporation and is in good standing in each other jurisdiction in which it owns or leases property or conducts its business so as to require such qualification and in which the failure to so qualify would, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business, prospects or results of operations of FTN Financial Capital Markets. (b) ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of New York, with full power and authority to own, lease and operate its properties and conduct its business as currently being conducted. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. is duly qualified to transact business as a foreign corporation and is in good standing in each other jurisdiction in which it owns or leases property or conducts its business so as to require such qualification and in which the failure to so qualify would, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business, prospects or results of operations of ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc.

  • Due Organization and Qualification; Subsidiaries (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Change, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. (b) Set forth on Schedule 4.1(b) is a complete and accurate description of the authorized capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital Stock or any security convertible into or exchangeable for any of its capital Stock. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s Subsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s or such Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

  • Organization, Standing and Power; Subsidiaries (i) Each of Monsanto and each of its Subsidiaries is a corporation or a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on Monsanto and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect on Monsanto. The copies of the certificate of incorporation and by-laws of Monsanto which were previously furnished or made available to PNU are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to Monsanto's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of Monsanto which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by Monsanto, free and clear of all Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth in the Monsanto SEC Reports (as defined in Section 3.2(d)), neither Monsanto nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to Monsanto and its Subsidiaries taken as a whole.

  • Organization, Good Standing and Qualification The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.