Formation and Power; Authorization Sample Clauses
Formation and Power; Authorization. (a) The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, and the Company and each of its Subsidiaries has all requisite power and authority necessary to own, lease and operate its properties and to carry on its business as now conducted.
(b) The Company and each of its Subsidiaries is qualified to do business and is in good standing in every jurisdiction in which its ownership of property or the conduct of its business as now conducted requires it to qualify, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(c) Complete and correct copies of the Organizational Documents of the Company and its Subsidiaries, in each case as in effect as of the date of this Agreement, have been made available to Investor.
(d) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite company action by the Company, and no other company proceedings on the part of the Company is necessary to authorize the execution, delivery or performance of this Agreement by the Company. This Agreement has been duly and validly executed and delivered by the Company, and, assuming that this Agreement is a valid and binding obligation of the other Parties, this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by the application of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other Laws relating to or affecting creditors’ rights or general principles of equity (the “Bankruptcy and Equity Exception”).
Formation and Power; Authorization. 5 Section 2.2 Subsidiaries 6 Section 2.3 No Violation 6 Section 2.4 Governmental Bodies; Consents 6 Section 2.5 Equity Interests 6 Section 2.6 Financial Statements; No Undisclosed Liabilities 7 Section 2.7 Absence of Certain Developments 8 Section 2.8 Real Property 8 Section 2.9 Tax Matters 10 Section 2.10 Contracts 12 Section 2.11 Intellectual Property; IT; Data Security 14 Section 2.12 Litigation 14 Section 2.13 Employees 15 Section 2.14 Employee Benefit Plans 15 Section 2.15 Insurance 16 Section 2.16 Environmental Matters 16 Section 2.17 Permits; Compliance with Laws 17 Section 2.18 Affiliated Transactions 17 Section 2.19 Regulatory Matters 18 Section 2.20 Anti-Corruption and Anti-Money Laundering Laws 18 Section 2.21 Broker Fees 19 Section 2.22 Business Opportunity 19 Section 3.1 Formation and Power 19 Section 3.2 Authorization 19 Section 3.3 No Violation 20 Section 3.4 Consents 20 Section 3.5 Litigation 20 Section 3.6 Anti-Corruption and Anti-Money Laundering Laws 20 Section 3.7 Broker Fees 21 Section 3.8 No Prior Activities 21 Section 3.9 No Fraudulent Conveyance for Reorganization 21 Section 4.1 Organization and Power 21 Section 4.2 Authorization 21 Section 4.3 No Violation 22 Section 4.4 Consents 22 Section 4.5 Litigation 22 Section 4.6 Broker Fees 22 Section 4.7 Investment Representation; Investigation 22 Section 4.8 Investor’s Financing 23 Section 4.9 Guaranty 24 Section 4.10 No Fraudulent Conveyance 24 Section 4.11 Anti-Corruption and Anti-Money Laundering Laws 24 Section 4.12 Regulatory 25 Section 5.1 Conduct of the Business 25 Section 5.2 Access 27 Section 5.3 Regulatory Filings 27 Section 5.4 Efforts to Achieve Closing; Third Party Consents 32 Section 5.5 Company’s Obligations in Respect of Financing 32 Section 5.6 Affiliate Transactions 33 Section 5.7 Further Assurances 33 Section 5.8 Provision Respecting Representation 34 Section 5.9 R&W Insurance Policy 34 Section 6.1 Conditions to All of the Parties’ Obligations 35 Section 6.2 Conditions to Investor’s Obligations 35 Section 6.3 Conditions to AEP Holdco’s and the Company’s Obligations 36 Section 6.4 Waiver of Conditions 36 Section 7.1 Termination 36 Section 7.2 Effect of Termination 38