Existence and Corporate Power. Seller is duly incorporated and validly existing under the laws of Sweden, and has all corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and is duly qualified to do business in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to materially and adversely affect Seller.
Existence and Corporate Power. Nissin is duly incorporated and validly existing under the laws of Japan, and has all corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and is duly qualified to do business in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to materially and adversely affect Nissin.
Existence and Corporate Power. Honda is duly incorporated and validly existing under the laws of Japan, and has all corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and is duly qualified to do business in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to materially and adversely affect Honda.
Existence and Corporate Power. Each of Aimia and the Seller is a corporation validly existing under the laws of the jurisdiction of its incorporation. Each of Aimia and the Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby.
Existence and Corporate Power. DIV is a corporation validly existing under the laws of the jurisdiction of its incorporation. DIV has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The Purchaser is a limited partnership validly existing under the laws of the jurisdiction of its formation. The Purchaser has all requisite power and authority to execute, deliver and perform this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby.
Existence and Corporate Power. The Company is a corporation duly organized and existing in good standing under the laws of the Commonwealth of Pennsylvania, and is duly qualified to do business in those jurisdictions in which it conducts operations requiring such qualification. The Company's subsidiaries are duly organized and existing in good standing in their respective states of incorporation and are similarly qualified to do business in each jurisdiction where such Qualification is required.
Existence and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the power to own its property and to carry on its business as now being conducted and to make, execute, deliver and perform this Agreement, the Facilities Lease, the Non-Competition Agreement, the Indemnity Agreement, the Environmental Indemnity Agreement and the Xxxx of Sale (collectively, the "Transaction Agreements"). The Company is duly qualified to do business and is in good standing in all jurisdictions set forth on Schedule 5.1, which constitute all of the jurisdictions in which the character or location of the properties owned or leased by the Company or the nature of its Business makes such qualification necessary.
Existence and Corporate Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of New York. The Purchaser is duly qualified to do business and is in good standing in all jurisdictions in which the character or location of the properties to be owned or leased by the Purchaser, or the nature of the Business acquired, upon the execution of this Agreement, makes such qualification necessary. HMG is the sole shareholder of the Purchaser.
Existence and Corporate Power. VNBJ is duly incorporated and validly existing under the Laws of Japan, and has all corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and is duly qualified to do business in such jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification.
Existence and Corporate Power. Such Vendor is a corporation incorporated and validly existing under the laws of its jurisdiction of formation and has all necessary corporate power to enter into and perform its obligations under this Agreement and each Ancillary Agreement to which it is a party and to transfer the legal and beneficial title and ownership of the Purchased Shares to the Purchaser free and clear of all Encumbrances and any restrictions on transfer.
