ORGANIZATION STATUS AND AUTHORITY Clause Samples

ORGANIZATION STATUS AND AUTHORITY. The OUTSIDE COUNSEL represents and warrants that it is a corporation, limited liability company, partnership, or other entity duly organized, validly existing and in good standing under the laws of the State of Louisiana; it has the power and authority to own its properties and assets and is duly qualified to carry on its business in every jurisdiction wherein such qualification is necessary. The execution, delivery and performance of this Agreement by the OUTSIDE COUNSEL has been duly authorized by all requisite action and will not violate any provision of law, any order of any court or other agency of government, the organizational documents of the OUTSIDE COUNSEL, any provision of any indenture, agreement or other instrument to which the OUTSIDE COUNSEL is a party, or by which the OUTSIDE COUNSEL's respective properties or assets are bound, in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets. Each person executing this Agreement represents that: he/she is lawfully authorized to sign the Agreement on behalf of the party he/she represents and execution of the Agreement was duly and regularly authorized by the party's governing body.

ORGANIZATION STATUS AND AUTHORITY. The Contractor represents and warrants that it is a corporation, limited liability company, partnership, or other entity duly organized, validly existing and in good standing under the laws of the state of Delaware; it has the power and authority to own its properties and assets and is duly qualified to carry on its business in every jurisdiction wherein such qualification is necessary. The execution, delivery and performance of this Agreement by the Contractor has been duly authorized by all requisite action and will not violate any provision of law, any order of any court or other agency of government, the organizational documents of the Contractor, any provision of any indenture, agreement or other instrument to which the Contractor is a party, or by which the Contractor's respective properties or assets are bound, in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets. Each person executing this Agreement on behalf of the parties represents that: he/she is lawfully authorized to sign the Agreement on behalf of the party he/she represents and execution of the Agreement was duly and regularly authorized by the party's governing body.

ORGANIZATION STATUS AND AUTHORITY. Borrower is (i) a corporation, duly organized, validly existing and qualified to do business under the laws of the Commonwealth of Virginia, (ii) has the power, authority and legal right to carry on the business conducted by it and to engage in the transactions contemplated by the Loan Documents to which it is a party, and (iii) has taken all action necessary to authorize the execution and delivery of the Loan Documents to which it is a party and the performance of all of its obligations thereunder. Guarantor is (i) a corporation, duly organized, validly existing and qualified to do business under the laws of the Commonwealth of Virginia, (ii) has the power, authority and legal right to carry on the business conducted by it and to engage in the transactions contemplated by the Loan Documents to which it is a party, and (iii) has taken all action necessary to authorize the execution and delivery of the Loan Documents to which it is a party and the performance of all of its obligations thereunder.

ORGANIZATION STATUS AND AUTHORITY. The OUTSIDE COUNSEL represents and

ORGANIZATION STATUS AND AUTHORITY. (a) (i) Each of Borrower and the Members is a limited liability company duly organized, validly existing and in good standing under the laws of the State of New York; (ii) Each of Borrower and the Members has the power, authority and legal right (w) to own and operate its properties and assets, (x) to carry on the business now being conducted and proposed to be conducted by it, (y) to execute, deliver and perform its obligations under the Building Loan Documents to which it is a party, and (z) to engage in the transactions contemplated by the Building Loan Documents to which it is a party; (iii) all Building Loan Documents have been duly authorized, executed and delivered by all necessary parties on behalf of Borrower and each Member, to the extent a party thereto; and (iv) each of Borrower and the Members possesses all rights, licenses, permits and authorizations, governmental or otherwise, presently necessary to entitle it to own its property and to transact the businesses in which it is now engaged, and its sole business has been and is the ownership of the Mortgaged Property (in the case of Borrower) or a membership interest in Borrower (in the case of each Member).

ORGANIZATION STATUS AND AUTHORITY. That the Company (i) is a business corporation duly organized, validly existing and in good standing under the laws of the state in which it was formed; (ii) is duly qualified to do business and is in good standing therein and in the State of New York, (iii) it has the power, authority and legal right to own and operate its properties and assets, carry on the business now being conducted and proposed to be conducted by it, and to engage in the transactions contemplated by the Bank Documents, and (iv) the execution and delivery of the Bank Documents to which it is a party and the performance and observance of the provisions thereof have been duly authorized by all necessary actions of the members and/or managers of the Company.

ORGANIZATION STATUS AND AUTHORITY. (a) If Borrower is a corporation, that (i) it is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is incorporated, (ii) if required by the laws of the state in which the Land is located, it is duly qualified to do business and is in good standing therein, (iii) it has the corporate power, authority and legal right to own and operate its properties and assets, carry on the business now being conducted and proposed to be conducted by it, and to engage in the transactions contemplated by the Loan Documents, and (iv) the execution and delivery of the Loan Documents to which it is a party and the performance and observance of the provisions thereof have been duly authorized by all necessary corporate actions. (b) If Borrower is a partnership, that (i) it is duly formed and validly existing under the laws of the state in which it is formed, (ii) if required by the laws of the state in which the Land is located, it is fully qualified to do business therein, (iii) it has the power, authority and legal right to own and operate its properties and assets, to carry on the business conducted and to engage in the transactions contemplated by the Loan Documents, and (iv) the execution and delivery of the Loan Documents to which it is a party and the performance and observance of the provisions thereof have all been duly authorized by all necessary actions of its partners. (c) If Borrower or any member of Borrower is a limited liability company, that (i) it is a limited liability company duly and validly existing and in good standing under the laws of the state in which it is organized, (ii) if required by the laws of the state in which the Land is located, it is duly qualified to so business therein, (iii) it has the power, authority and legal right to own and operate its properties and assets, carry on the business now being conducted and proposed to be conducted by it, and to engage in the transactions contemplated by the Loan Documents, and (iv) the execution and delivery of the Loan Documents to which it is a party and the performance and observance of the provisions thereof have been duly authorized by all necessary corporate actions.

ORGANIZATION STATUS AND AUTHORITY a. CHLIC represents and warrants that it is a corporation, limited liability company, partnership, or other entity duly organized, validly existing and in good standing under the laws of the State of Tennessee; it has the power and authority to own its properties and assets and is duly qualified to carry on its business in every jurisdiction wherein such qualification is necessary. b. The execution, delivery and performance of this Agreement by CHLIC has been duly authorized by all requisite action and will not violate any provision of law, any order of any court or other agency of government, the organizational documents of CHLIC, any provision of any indenture, agreement or other instrument to which CHLIC is a party, or by which CHLIC’s respective properties or assets are bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien , charge or encumbrance of any nature whatsoever upon any of the properties or assets.

ORGANIZATION STATUS AND AUTHORITY. The Company represents and warrants that it is an entity duly organized, validly existing and in good standing under the laws of the State of Tennessee; it has the power and authority to own its properties and assets and is duly qualified to carry on its business