Entity Existence and Power. Parent is a corporation duly organized, validly existing and in good standing under the laws of Delaware, except where the failure to be so organized, existing and in good standing would not be reasonably expected to, individually or in the aggregate, adversely affect in any material respect, or prevent or materially delay, the consummation of the Mergers or the ability of Parent or Merger Sub to observe and perform its obligations hereunder (a “Material Adverse Effect on Parent”). Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of Maryland. Each of Parent and Merger Sub has all corporate power and authority required to execute and deliver this Agreement and to consummate the Mergers and the other transactions contemplated hereby and to perform each of its obligations hereunder.
Entity Existence and Power. It is an entity duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is organized, and has full power and authority and the legal right to own and operate its property and assets and to carry on its business or other activities as they are now being conducted and as contemplated in this Agreement.
Entity Existence and Power. Buyer is a limited liability company duly formed, validly existing and in good standing under the laws of its jurisdiction of formation.
Entity Existence and Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of Delaware, except where the failure to be so organized, existing and in good standing would not be reasonably expected to, individually or in the aggregate, adversely affect in any material respect, or prevent or materially delay, the consummation of the Acquisition Merger or the ability of Parent or Merger Sub to observe and perform its obligations hereunder (a "Material Adverse Effect on Parent"). Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Each of Parent and Merger Sub has all corporate power and authority required to execute and deliver this Agreement and to consummate the Acquisition Merger and the other transactions contemplated hereby and to perform each of its obligations hereunder.
Entity Existence and Power. Each Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Entity Existence and Power. Borrower is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, is duly qualified to transact business in every jurisdiction where, by the nature of its business, such qualification is necessary, and has all limited liability company powers and all governmental licenses, authorizations, consents and approvals required to own its assets (including but not limited to the Accounts Receivables) and to carry on its business as now conducted.
Entity Existence and Power. The Buyer is a limited partnership, duly formed, validly existing and in good standing under the laws of Delaware, except where the failure to be so organized, existing and in good standing would not be reasonably expected to, individually or in the aggregate, adversely affect in any material respect, or prevent or materially delay, the consummation of the Management Business Sale or the ability of the Buyer to observe and perform its obligations hereunder (a “Material Adverse Effect on the Buyer”). The Buyer has all limited partnership power and authority required to execute and deliver this Agreement and to consummate the Management Business Sale and the other transactions contemplated hereby and to perform each of its obligations hereunder.
Entity Existence and Power. Such Originator is a limited partnership or corporation validly organized and existing and in good standing under the laws of the state of its organization or incorporation, as the case may be, is duly qualified to do business and is in good standing as a limited partnership, foreign corporation in each jurisdiction where the nature of its business requires such qualification and the failure to be so qualified would have a Material Adverse Effect, and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its obligations under the Transaction Documents and to own and hold under lease its property and to conduct its business substantially as currently conducted.
Entity Existence and Power. Parent is a corporation validly existing and in good standing under the laws of Delaware. Merger Sub is a corporation, is duly organized, validly existing and in good standing under the laws of Pennsylvania. Parent has all corporate power and authority, and Merger Sub has all corporate power and authority, required to execute and deliver this Agreement and to consummate the Merger and the other transactions contemplated hereby and to perform each of its obligations hereunder.
Entity Existence and Power. Each of Merger Sub and Parent is a limited liability company validly existing and in good standing under the laws of the State of Delaware.
