Formation and Authority. The Subscriber is a Delaware limited liability company, formed and registered and validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Formation and Authority. The Subscriber is a Cayman Islands limited liability company, validly existing and in good standing under the laws of the Cayman Islands and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement will be a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
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Formation and Authority. The Depositor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, and had at all relevant times and has all requisite power and authority to enter into this Agreement and perform its obligations hereunder. The Depositor Eligible Lender Trustee is an Ohio banking corporation, duly formed and validly existing under the laws of the State of Ohio, and had at all relevant times and has all requisite power and authority to enter into this Agreement and perform its obligations hereunder. The Depositor Eligible Lender Trustee was at all relevant times and is an "eligible lender" under the provisions of the Higher Education Act.
Formation and Authority. The Trust is a business trust validly created under the laws of the State of Delaware, and had at all relevant times and has all requisite power and authority under the Trust Agreement to enter into this Agreement and perform its obligations hereunder. The Trust Eligible Lender Trustee is an Ohio banking corporation, duly formed and validly existing under the laws of the State of Ohio, and had at all relevant times and has all requisite power and authority to enter into this Agreement and perform its obligations hereunder. The Trust Eligible Lender Trustee was at all relevant times and is an "eligible lender" under the provisions of the Higher Education Act.
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Formation and Authority. The Seller is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware, and had at all relevant times and has all requisite power and authority to enter into this Agreement and perform its obligations hereunder. The Seller Eligible Lender Trustee is an Ohio banking corporation, duly formed and validly existing under the laws of the State of Ohio, and had at all relevant times and has all requisite power and authority to enter into this Agreement and perform its obligations hereunder. Furthermore, the Seller Eligible Lender Trustee, was at all relevant times and is an "eligible lender" under the provisions of the Higher Education Act.
Formation and Authority. Buyer is, and will at Closing be, a limited partnership, duly formed, validly existing and in good standing under the laws of Pennsylvania and has, and will at Closing have, all necessary power and authority to enter into this Agreement and each Ancillary Agreement to which it is to be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and each Ancillary Agreement to which it is to be a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been approved by all necessary action of the partners of Buyer and the Board of Directors, or similar governing body of PREIT Associates L.
Formation and Authority. (a) Seller is, and will at Closing be, a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, and Seller has, and will at Closing have, all necessary power and authority to enter into this Agreement and each Ancillary Agreement to which it is to be a party, to carry out its obligations hereunder and thereunder and to consummate or cause to be consummated, as applicable, the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and each Ancillary Agreement to which it is to be a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been approved by all necessary action of the Board of Directors or similar governing body of Seller. Seller is, and will at Closing be, duly qualified or registered to do business in the State where the Real Property is located and in good standing in such State.
(b) This Agreement is and, at Closing, each Ancillary Agreement delivered at Closing to which Seller is a party will be, duly executed and delivered by such party, and (assuming due authorization, execution and delivery by Buyer of this Agreement and of each Ancillary Agreement) this Agreement and such Ancillary Agreements constitute or will constitute, as the case may be, legal, valid and binding obligations of Seller enforceable against Seller each in accordance with their respective terms and, subject as to enforceability to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(c) True, correct and complete copies of the organizational documents of Seller and of any entity that may be deemed a predecessor of Seller have been delivered to Buyer and are listed on Schedule 10.1(c) (including, but not limited to, all certificates of formation or incorporation, operating agreements, by-laws and articles of merger).
Formation and Authority. Within thirty (30) days after the Effective Date, the Parties shall establish a joint steering committee (the “Joint Steering Committee” or “JSC”) to provide input and exchange information concerning the Development, Manufacture, and Regulatory Approval process and Commercialization activities being conducted by SIIL or its Affiliates hereunder with respect to the Product. Neither the JSC nor any subcommittee or alliance manager shall have any power to amend, modify, or waive compliance with this Agreement or increase the obligations of either Party. In conducting themselves on the JSC and the subcommittees, and as alliance managers, and in exercising their rights under this Section 3.1, all representatives of either Party shall consider diligently, reasonably and in good faith all input received from the other Party, and shall use reasonable efforts to reach unanimity, where required, on any decision or advice the JSC offers to either or both Parties.
