Due Formation or Incorporation; Authorization of Agreement. Each Member hereby represents and warrants that such Member is a corporation, a limited liability company or a partnership, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may be, and has the partnership or corporate power and authority to own its property and carry on its business as owned and carried on as of the date hereof. Each IMS Health Member hereby represents and warrants that such Member is duly licensed or qualified to do business and is in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a Material Adverse Effect. Each Class A Member hereby represents and warrants that such Member is duly licensed or qualified to do business and in good standing in each of the jurisdictions in which it would be required to be so licensed or qualified without regard to its being a Member in the Company and in which the failure to so qualify would have a Material Adverse Effect. Each Member hereby represents and warrants that such Member has the corporate or partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Each Member hereby represents and warrants that the execution, delivery and performance by such Member of this Agreement has been duly authorized by all necessary corporate or partnership action. Each Member hereby represents and warrants that this Agreement constitutes the legal, valid and binding obligation of such Member and is enforceable against such Member in accordance with its terms.
Due Formation or Incorporation; Authorization of Agreement. Such transferee is a Person duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization. Such transferee has the organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Such transferee has the legal right, power and capacity to own Membership Interests. The execution, delivery and performance by such transferee of this Agreement has been duly authorized by all necessary organizational action. This Agreement constitutes the legal, valid, and binding obligation of such transferee and is enforceable against such transferee in accordance with its terms, except to the extent that enforcement is affected by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law);
Due Formation or Incorporation; Authorization of Agreement. Each Partner hereby represents and warrants that such Partner is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own its property and carry on its business as owned and carried on at the Closing Date. Each Partner hereby represents and warrants that such Partner is duly licensed or qualified to do business and is in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a Material Adverse Effect. Each Partner hereby represents and warrants that such Partner has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Each Partner hereby represents and warrants that the execution, delivery and performance by such Partner of this Agreement has been duly authorized by all necessary corporate action. Each Partner hereby represents and warrants that this Agreement constitutes the legal, valid and binding obligation of such Partner and is enforceable against such Partner in accordance with its terms.
Due Formation or Incorporation; Authorization of Agreement. Each Member hereby represents and warrants that such Member is a corporation, Delaware business trust (in the case of Capital Trust) or limited liability company duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has the organizational power and authority to own its property and carry on its business as owned and carried on as of the date hereof and, with respect to each Member other than Capital Trust, as of May 24, 2002. Each Member hereby represents and warrants that such Member is duly licensed or qualified to do business and is in good standing in each of the jurisdictions in which the failure to be so licensed or qualified, either individually or in the aggregate with all other Immateriality Exceptions, has or could reasonably be expected to have, a Material Adverse Effect. Each Member hereby represents and warrants that such Member has the organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Each Member hereby represents and warrants that the execution, delivery, and performance by such Member of this Agreement have been duly authorized by all necessary organizational action. Each Member hereby represents and warrants that this Agreement constitutes the legal, valid, and binding obligation of such Member and is enforceable against such Member in accordance with its terms (except to the extent that enforcement is affected by laws pertaining to bankruptcy, reorganization, insolvency, and creditors’ rights and by the availability of injunctive relief, specific performance, and other equitable remedies).
