Valid Organization Sample Clauses
The Valid Organization clause serves to confirm that each party entering into the agreement is a legally recognized and properly constituted entity under the laws of its jurisdiction. This typically means that the party is duly incorporated, registered, or otherwise authorized to conduct business, and has the necessary power and authority to enter into the contract. By including this clause, the agreement ensures that all parties have the legal capacity to be bound by the contract, thereby reducing the risk of unenforceability due to lack of legal standing.
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Valid Organization. Seller is as of the date of this Purchase Agreement, and will be on the Closing Date, duly organized, validly existing and in good standing under the laws of the State of its incorporation or formation, and is duly qualified or licensed to do business as a foreign entity in all States where it is necessary and required to be so qualified or licensed in order to perform the obligations and effect the transactions contemplated by this Purchase Agreement, except where the failure to be so qualified or licensed would not reasonably be expected to cause a Material Adverse Effect.
Valid Organization. If a corporation, limited liability company or partnership, Debtor is duly organized, validly existing and in good standing under the laws of the state of organization and is authorized to do business in Wisconsin.
Valid Organization. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business in all states where it is necessary and required to be so qualified or licensed in order to perform the obligations and effect the transactions contemplated by this Purchase Agreement.
Valid Organization. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business as a foreign entity in all States where it is necessary and required to be so qualified or licensed in order to perform the obligations and effect the transactions contemplated by this Purchase Agreement.
Valid Organization. Buyer is a Texas corporation duly organized, validly existing and in good standing under the Laws of the State of Texas. Buyer is duly qualified or licensed to do business in all states where it is necessary and required to be so qualified or licensed in order to perform the obligations and effect the transactions contemplated by this Agreement.
Valid Organization. (a) Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business as a foreign entity in all states where it is necessary and required to be so qualified or licensed in order to perform the obligations and effect the transactions contemplated by the Transaction Documents to which it is a party, except where the failure to be so qualified or licensed would not reasonably be expected to cause a Material Adverse Effect.
(b) The Entities are limited liability companies duly formed, validly existing and in good standing under the laws of the State of Delaware, and are duly qualified or licensed to do business as a foreign entity in all states where it is necessary and required to be so qualified or licensed in order to has all requisite limited liability company power and authority, to own or otherwise hold and operate its assets except where the failure to be so qualified or licensed would not reasonably be expected to cause a Material Adverse Effect.
Valid Organization. Buyer is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware. As of the Closing Date, Buyer will be duly qualified or licensed to do business in all States where it is necessary and required to be so qualified or licensed in order to perform the obligations and effect the transactions contemplated by this Purchase Agreement.
Valid Organization. (a) BPNA is a corporation duly formed, validly existing and in good standing under the Laws of the State of Maryland, and is duly qualified or licensed to do business as a foreign entity in all states where it is necessary and required to be so qualified or licensed in order to perform the obligations and effect the transactions contemplated by this Purchase Agreement, except where the failure to be so qualified or licensed in States other than Maryland would not reasonably be expected to cause a Material Adverse Effect.
3.1 (b) BP Offshore is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware, and is duly qualified or licensed to do business as a foreign entity in all states where it is necessary and required to be so qualified or licensed in order to perform the obligations and effect the transactions contemplated by this Purchase Agreement, except where the failure to be so qualified or licensed in States other than Delaware would not reasonably be expected to cause a Material Adverse Effect.
Valid Organization. (a) Seller is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Colorado.
(b) The Company is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Texas.
Valid Organization. 16 Section 5.2 Authorization 16 Section 5.3 Consents 16 Section 5.4 No Violation 16 Section 5.5 Litigation 16 Section 5.6 Investment 16 Section 5.7 No Brokers 17 Section 5.8 Buyer Investigation 17 ARTICLE VI. CERTAIN DISCLAIMERS 17 Section 6.1 "AS-IS, WHERE IS" 17 ARTICLE VII. COVENANTS 18 Section 7.1 Governmental Approvals 18 Section 7.2 Update of Schedules 18 Section 7.3 Tax Matters 18 Section 7.4 Further Assurances 20 Section 7.5 Contact and Confidentiality 20 Section 7.6 Non-Solicitation 21 Section 7.7 Insurance 21 Section 7.8 Employment of Business Employees by Buyer 21 Section 7.9 Transitional Use of Enterprise Marks by Company 24 Section 7.10 Books and Records 24 Section 7.11 Termination of Intercompany Agreements; Settlement of Intercompany Accounts 25 Section 7.12 Transfer of Other Red River Assets 25 Section 7.13 Enterprise Purchase Agreement 25 Section 7.14 Transfer of Certificates of Title 25 Section 7.15 Leases 26