Existence, Qualification and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of Ohio. The Company has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement have been duly authorized by all necessary action. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent such enforcement may be limited by applicable bankruptcy laws and other similar laws affecting creditors’ rights generally.
Existence, Qualification and Authority. (i) In respect of Holdings, Holdings is a limited liability company, duly organized, validly existing and in good standing under the laws of Delaware. The execution, delivery and performance by Holdings of this Agreement have been duly authorized by all necessary action. Holdings has the requisite power, authority and legal right to execute and deliver this Agreement and to consummate the transactions contemplated hereby.
(ii) In respect of each Individual Shareholder, such Individual Shareholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby.
(iii) This Agreement has been duly executed and delivered by such Shareholder and constitutes the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except to the extent such enforcement may be limited by applicable bankruptcy laws and other similar laws affecting creditors’ rights generally.
Existence, Qualification and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware. The Company has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement have been duly authorized by all necessary action. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent such enforcement may be limited by (1) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer or other laws affecting creditors’ rights generally from time to time in effect and (2) general principles of equity and public policy and the discretion of the court or other body before which any proceeding may be brought.
Existence, Qualification and Authority. (i) In respect of each Stockholder, such Stockholder has the legal capacity, in the case of Stockholders who are individuals, or the requisite power, authority and legal right, in the case of Stockholders who are legal entities, to execute and deliver this Agreement and to consummate the transactions contemplated hereby.
(ii) This Agreement has been duly executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except to the extent such enforcement may be limited by (1) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer or other laws affecting creditors’ rights generally from time to time in effect and (2) general principles of equity and public policy and the discretion of the court or other body before which any proceeding may be brought.
Existence, Qualification and Authority. OF THE COMPANIES CAPSOL is a joint stock corporation duly incorporated, validly existing and in good standing under the laws of the Republic of Italy. OCIESSE is a limited liability company duly organized, validly existing and in good standing under the laws of the Republic of Italy. The Companies have all necessary power and authority to own and use their properties and to transact their business and possess all franchises, licenses and permits necessary and required therefor, and their business is conducted in compliance with all applicable governmental and other regulations, in particular environmental and safety regulations.
Existence, Qualification and Authority. (a) The PCB Management Trust is duly organized under the laws of Mexico, and the execution, delivery and performance by the PCB Management Trust of this Agreement has been duly authorized by all necessary action.
(b) The PCB Management Trust has the requisite power, authority and legal right to execute and deliver this Agreement and to consummate the transactions contemplated hereby.
(c) This Agreement has been duly executed and delivered by the PCB Management Trust and constitutes the legal, valid and binding obligation of the PCB Management Trust, enforceable against the PCB Management Trust, in accordance with its terms, except to the extent such enforcement may be limited by applicable bankruptcy laws and other similar laws affecting creditors’ rights generally.
Existence, Qualification and Authority. (a) The Partnership is a limited partnership, duly organized, validly existing and in good standing under the laws of Delaware, and Pubco is a corporation duly organized, validly existing and in good standing under the laws of Delaware and each of the Partnership and Pubco has all requisite power and authority to own and operate its assets and carry on its business as currently conducted, except where any such failure to be so organized or existing or to have such power and authority has not had, and would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability of the Partnership or Pubco to consummate the transactions contemplated by this Agreement. Each of the Partnership and Pubco has the requisite power, authority and legal right to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of the Partnership and Pubco of this Agreement has been duly authorized by all necessary action.
(b) This Agreement has been duly executed and delivered by each of the Partnership and Pubco and constitutes the legal, valid and binding obligation of the Partnership and Pubco, enforceable against them in accordance with its terms, except to the extent such enforcement may be limited by applicable bankruptcy laws and other similar laws affecting creditors’ rights generally.
Existence, Qualification and Authority. (a) Each of PAS, PAd and Protego PE is, as of the date hereof, a sociedad anónima de capital variable and, as of the Closing Date, will be an SRL, in each case, duly organized and validly existing under the laws of Mexico. Each of PCB, CB Servicios and BD Protego is a sociedad anónima de capital variable, duly organized and validly existing under the laws of Mexico. Each of Protego SI and Protego Servicios is a sociedad civil, duly organized and validly existing under the laws of Mexico, and Sedna is an SRL, duly organized and validly existing under the laws of Mexico. Each of DAI and the DAI GP is a limited partnership, duly organized and validly existing under the laws of Ontario. Each of the Protego Entities, DAI and the DAI GP has the requisite power and authority to own and operate its assets and carry on its business as currently conducted, except where any such failure to be so organized or existing or to have such power and authority has not had, and would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect with respect to the Protego Entities. Mexico is the sole jurisdiction in which any of the Protego Entities is authorized to do business. Each of Aggero and Acentus is a sociedad civil, duly organized and validly existing under the laws of Mexico. BD Protego has not conducted any broker-dealer activities and has not applied for any license or registration, and has not been licensed or registered, to operate as a broker-dealer in any jurisdiction.
(b) Each of the Protego Partners and Protego Entities has the requisite power, authority and legal right to execute and deliver this Agreement and each of the other Transaction Documents to which such Protego Partner or Protego Entity, as the case may be, is a party and to consummate the transactions contemplated hereby and thereby.
(c) The execution, delivery and performance by each of the Protego Partners of each of this Agreement, the Founder Non-Solicitation Agreement and the Senior Managing Director Non-Solicitation Agreement, as applicable, have been duly authorized by all necessary action on the part of such Protego Partner party thereto and, in the case of any Protego Partner that is an individual, if married under the sociedad conyugal regime, such Protego Partner has received the written consent of his or her spouse, which written consent has been delivered on or prior to the date hereof. Prior to the Closing, the execution, delivery and performa...
Existence, Qualification and Authority. (a) Each of the Evercore Entities, the ECP II GP and ECP II is a corporation, limited liability company or limited partnership, as applicable, in each case, duly organized, validly existing and in good standing under the laws of Delaware. Each of the Evercore Entities, the ECP II GP and ECP II has all requisite power and authority to own and operate its assets and carry on its business as currently conducted, except where any such failure to be so organized, existing, or in good standing or to have such power and authority has not had, and would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect with respect to the Evercore Entities. Schedule 3.2.1 sets forth the jurisdictions in which each of the Evercore Entities is authorized to do business.
(b) Each of the Evercore Partners and Evercore Entities has the requisite power, authority and legal right to execute and deliver this Agreement and each of the other Transaction Documents to which such Evercore Partner or Evercore Entity, as the case may be, is a party and to consummate the transactions contemplated hereby and thereby.
(c) The execution, delivery and performance by each of the Evercore Partners of each of this Agreement, the Founder Non-Solicitation Agreements and the Senior Managing Director Non-Solicitation Agreement, as applicable, have been duly authorized by all necessary action on the part of such Evercore Partner party thereto. Prior to the Closing, the execution, delivery and performance by each of the Evercore Partners and Evercore Entities of each of the other Transaction Documents to which such Evercore Partner or Evercore Entity, as the case may be, is a party will have been duly authorized by all necessary action on the part of such Evercore Partner or Evercore Entity, as the case may be.
(d) Each of this Agreement, the Founder Non-Solicitation Agreement and the Senior Managing Director Non-Solicitation Agreement, as applicable, has been duly executed and delivered by each Evercore Partner party thereto, and each such agreement constitutes the legal, valid and binding obligation of such Evercore Partner, enforceable against such Evercore Partner in accordance with its terms, except to the extent such enforcement may be limited by applicable bankruptcy laws and other similar laws affecting creditors’ rights generally. On the Closing Date, each of the other Transaction Documents to which any Evercore Partner or Evercore Entity is a party ...
Existence, Qualification and Authority. (a) The Partnership is a limited partnership, duly organized, validly existing and in good standing under the laws of Delaware, and Pubco is a corporation, duly organized, validly existing and in good standing under the laws of Delaware. Each of the Partnership and Pubco has all requisite power and authority to own and operate its assets and carry on its business as currently conducted, except where any such failure to be so organized or existing or to have such power and authority has not had, and would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability of the Partnership or Pubco to consummate the transactions contemplated by this Agreement and the other Transaction Documents.
(b) Each of the Partnership and Pubco has the requisite power, authority and legal right to execute and deliver this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby.
(c) The execution, delivery and performance by each of the Partnership and Pubco of each this Agreement and the Non-Solicitation Agreements have been duly authorized by all necessary action on its part. Prior to the Closing, the execution, delivery and performance of each of the other Transaction Documents to which the Partnership or Pubco is a party will have been duly authorized by all necessary action on the part of the Partnership or Pubco, as applicable.
(d) This Agreement has been duly executed and delivered by the Partnership and Pubco, and the Non-Solicitation Agreements have been duly executed and delivered by Pubco, and each such agreement constitutes the legal, valid and binding obligation of the Partnership or Pubco, as applicable, enforceable against the Partnership or Pubco, as applicable, in accordance with its terms, except to the extent such enforcement may be limited by applicable bankruptcy laws and other similar laws affecting creditors’ rights generally. On the Closing Date, each of the other Transaction Documents to which the Partnership or Pubco is a party will have been duly executed and delivered by the Partnership or Pubco, as applicable, and will constitute a legal, valid and binding obligation of the Partnership or Pubco, as applicable, enforceable against the Partnership or Pubco, as applicable, in accordance with its terms, except as such enforceability may be limited by bankruptcy laws and other similar laws affecting creditors’ r...
