Formation and Standing. The Company is duly formed and validly existing in good standing as a corporation under the laws of Bermuda, and has all requisite power and authority to carry on its business as proposed to be conducted following the Closing as described in the Confidential Private Placement Memorandum relating to the private offering of Securities by the Company (together with any amendments and supplements thereto, the “Memorandum”).
Formation and Standing. The Company is existing and in good standing as a corporation under the laws of the State of Delaware, has all requisite power and authority to carry on its business as now conducted and as proposed to be conducted as described in this Subscription Agreement, the Offering Document and the Governing Documents and is duly qualified to transact business and is in good standing in every jurisdiction in which the character of its business makes such qualification necessary, except where the failure to so qualify would not have a material adverse effect on its business operations.
Formation and Standing. The Company is duly formed and validly existing as a corporation under the laws of the State of Florida and, subject to applicable law, has all requisite power and authority to carry on its business as now conducted.
Formation and Standing. The Frost Group is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Florida. The Frost Group has the requisite power and authority to own and operate its properties and assets, and to carry on its business as currently conducted.
Formation and Standing. The Company is duly formed and validly existing as a limited liability company under the laws of the State of Delaware and, subject to applicable law, has all requisite limited liability company power and authority to carry on its business as proposed to be conducted in the Company Agreement.
Formation and Standing. The Company is a limited liability company duly formed, validly existing and in good standing under the NRS and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified or licensed and in good standing in each other jurisdiction where it does business or operates to the extent that the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified or licensed or in good standing would not reasonably be expected to have a Material Adverse Effect on the Company. Schedule lists all jurisdictions in which the Company is qualified or licensed to conduct business as a foreign entity and all names other than its legal name under which the Company does business. The Company has provided to the Purchaser accurate and complete copies of its Organizational Documents, each as amended to date and as currently in effect. The Company is not in violation of any provision of its Organizational Documents.
Formation and Standing. Each of the Partnership, the General Partner [and the Manager] is duly formed and validly existing under the laws of their organisation, and has all requisite power and authority to carry on its business as now conducted and as proposed to be conducted as described in [the Applicant’s Side Letter,] the Memorandum, the Partnership Agreement [and the Management Agreement].
Formation and Standing. The Company is duly formed and validly existing in good standing as an exempted company under the laws of the Cayman Islands. The Company has all requisite power and authority to carry on its business as now conducted.
Formation and Standing. Frost Gamma is a trust duly formed, validly existing and in good standing under the laws of the State of Florida. Frost Gamma has the requisite power and authority to own and operate its properties and assets, and to carry on its business as currently conducted.
Formation and Standing. DEFS has been duly formed and is validly existing under the Laws of the State of Delaware with full legal and limited liability company power and authority to own, lease and operate its properties and to conduct its businesses as currently owned and conducted except where, individually or in the aggregate, the failure to be so organized, formed or existing or to have such power or authority could not reasonably be expected to have a material adverse effect on the ability of DEFS to close the transactions contemplated under this Agreement. DEFS is duly qualified to do business in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties requires it to so qualify, except where, individually or in the aggregate, the failure to be so qualified could not reasonably be expected to have a material adverse effect on the ability of DEFS to close the transactions contemplated under this Agreement.
