Due Organization, Qualification, etc. Each of the Company and its subsidiaries (i) is duly organized, validly existing and in good standing under the laws of its state of formation; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is duly qualified, licensed to do business and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or licensed could reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement the term “Material Adverse Effect” means a change, event or occurrence that individually, or together with any other change, event or occurrence, has or would reasonably be expected to have a material adverse impact on the financial position, business results, operations or prospects of the Company, taken as a whole.
Due Organization, Qualification, etc. Borrower (i) is a limited liability company duly organized and validly existing under the laws of the state of Delaware; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted and as proposed to be conducted; and (iii) is duly qualified or licensed to do business in each jurisdiction where the nature of the business of Borrower requires such qualification or licensing and the failure to be so qualified or licensed could reasonably be expected to have a Material Adverse Effect.
Due Organization, Qualification, etc. The Borrower (i) is a ------------------------------------ limited partnership duly organized, validly existing and in good standing under the laws of its state of organization; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is duly qualified and licensed to do business and is in good standing as a foreign entity in each jurisdiction where the failure to be so qualified or licensed might have a Material Adverse Effect.
Due Organization, Qualification, etc. Lessor (i) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted. Lessor is a Wholly-Owned Subsidiary of KeyBank.
Due Organization, Qualification, etc. Borrower (i) is a limited liability company duly organized and validly existing under the laws of the State of Delaware and has been issued an organizational identification number by the State of Delaware of 3584430; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted and as proposed to be conducted; (iii) has and at all relevant times shall have its chief executive office in Nassau, Bahamas, (iv) is duly qualified or licensed to do business in each jurisdiction where the nature of the business of Borrower requires such qualification or licensing and the failure to be so qualified or licensed might have a Material Adverse Effect.
Due Organization, Qualification, etc. Each Obligor is a corporation or limited liability company, duly organized, validly existing and in good standing under the laws of under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Each Obligor (i) has the power and authority to own, lease and operate its properties and carry on its business as now conducted and to execute, deliver and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party; and (ii) is duly qualified, licensed to do business and in good standing in each jurisdiction in which the failure to be so qualified, licensed or in good standing could reasonably be expected to have a Material Adverse Effect. Each Obligor has caused to be delivered to Agent correct and complete copies of its Organizational Documents (as defined below), which documents reflect all amendments made thereto at any time prior to the Closing Date. No Obligor is in default under or in violation of any provision of its Organizational Documents.
Due Organization, Qualification, etc. The Company (i) is a Delaware corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is duly qualified, licensed to do business and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or licensed could reasonably be expected to have a Material Adverse Effect.
Due Organization, Qualification, etc. (a) The Seller has been duly organized, and is validly existing and in good standing, under the Legal Requirements of the Commonwealth of Virginia and has full power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all contracts to which it is a party or by which it is bound.
Due Organization, Qualification, etc. Mid Pac (i) is a limited liability company duly organized, validly existing and in good standing under the laws of its state of organization and is duly qualified to conduct business in the State of Hawaii; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is duly qualified, licensed to do business and in good standing as a foreign limited liability company in each jurisdiction where the failure to be so qualified or licensed is reasonably likely to have a Material Adverse Effect. Koko`oha (i) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is duly qualified, licensed to do business and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or licensed is reasonably likely to have a Material Adverse Effect.
Due Organization, Qualification, etc. Each Seller is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware. Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of Delaware. Partnership has full power and authority to carry on its business, as and where it is now being conducted and as it is proposed to be conducted. Sellers and Partnership are duly qualified, authorized or licensed and in good standing in each of the jurisdictions where the nature of or the character of the Project requires such qualification, authorization or licensing. Sellers have delivered to Purchasers true, complete and correct copies of (i) their Charter Documents and (ii) the Partnership Agreement and Certificate of Limited Partnership of Partnership, as in effect on the date of this Agreement. SCHEDULE 3.1(A) lists all of the subsidiaries, directors, officers, members and partners, as applicable, of Sellers and Partnership.
