Existence of the Company. The Company has been duly incorporated and is validly existing under the laws of the State of Wisconsin (it being understood that the State of Wisconsin does not acknowledge good standing in its Certificate of Status), no action or proceeding for the dissolution of the Company has been taken, and the Company is not aware of the failure by the Company to make any prescribed filing or take any required action to maintain its legal status certification with the Department of Financial Institutions in the State of Wisconsin with power and authority (corporate and other) to own its properties and conduct its business as described in the Time of Sale Information and the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).
Existence of the Company. If the Company shall not be in existence on the Payment Date or if the Purchaser has not assumed the obligations of the Company to Executive under this Agreement, the amount of cash and/or securities that Executive is entitled to receive on the Payment Date shall be placed in escrow for the benefit of Executive.
Existence of the Company. Each Member hereby represents and warrants to the Company and each other Member that prior to the time that the Certificate of Formation was filed, such Member neither represented to third parties the existence of the Company nor held himself or herself out as a member or manager of the Company.
Existence of the Company. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Limited Liability Company Law.
Existence of the Company. The Company has been duly incorporated, is ------------------------ validly existing as a corporation under the laws of the State of Victoria, Commonwealth of Australia, and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectuses and to enter into and perform its obligations under this Agreement or any other agreement or instrument contemplated by this Agreement or the Registration Statements; and the Company is duly registered or qualified as a foreign corporation to transact business in each other jurisdiction, domestic or foreign, in which such registration or qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to register or qualify would not have a, and could not reasonably be expected to have a prospective, material adverse effect on the general affairs, management, financial position, shareholders' equity or results of operations of the Company and its subsidiaries, taken as a whole, in each case whether or not arising in the ordinary course of business, or on the ability of the Company or any of its subsidiaries to perform their respective material obligations under this Agreement or the other agreements or instruments contemplated by this Agreement or the Registration Statements (a "Material Adverse Company Effect").
Existence of the Company. The Company has been duly incorporated and is existing and active and operational under the laws of the Republic of Turkey, with power and authority (corporate and other) to own its properties and conduct its business as described in the Initial Registration Statement, the General Disclosure Package and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing (to the extent the concept of good standing is applicable in such jurisdiction) in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not be reasonably likely to have a material adverse effect on the financial position, results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).
Existence of the Company. The Company has been duly incorporated, is existing as a corporation under the laws of the State of Victoria, Commonwealth of Australia, and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectuses and to enter into and perform its obligations under this Agreement or any other agreement or instrument contemplated by this Agreement or the Registration Statements; and the Company is duly registered or qualified as a foreign corporation to transact business in each other jurisdiction, domestic or foreign, in which such registration or qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so register or qualify would not have a Material Adverse Company Effect.
Existence of the Company. The Company has been duly organized and is validly existing as a corporation under the laws of Canada and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under this Agreement and is in good standing under the laws of Canada; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.
Existence of the Company. The Company is a B.V. with a registered capital of 18,000 Euros, divided into 18,000 shares with par value of 1 € per share, fully paid. The Company is duly incorporated on 10 December 2008 under the Laws and regulations of the Netherlands.
Existence of the Company. The Company is a N.V. with a registered capital of Euros 650.000, divided into 100 shares without par value, fully paid. The Company is duly incorporated under the Laws and regulations of the Kingdom of Belgium. All Company books, registries and corporate documents as well as accounting books are up to date and comply with applicable laws and regulations, and all the legal and corporate requirements, including publicity and filing requirements have been duly satisfied. The certified copy of the Company's by-laws as well as the excerpt of the registration certificate are accurate, complete and up to date. The Company is not bound by any amicable settlement ("règlement amiable") with all or part of its creditors, any reorganisation or winding-up proceedings in case of bankruptcy, and is not unable to pay its debts as they come due with its own assets ("en état de cessation des paiements"). No authorities or third parties whatsoever have requested and, to the knowledge of the Seller, have just grounds to obtain the winding-up or liquidation of the Company.
