Good Standing of the Company and the Guarantors. Each of the Company and each Guarantor has been duly organized and is existing and in good standing under the laws of the jurisdiction of its organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and the Company and each Guarantor 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 absence of such qualifications would not reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Guarantors and their respective subsidiaries taken as a whole (“Material Adverse Effect”).
Good Standing of the Company and the Guarantors. The Company has been duly organized and is validly existing as an exempted company in good standing under the laws of Bermuda and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and the Disclosure Package and to enter into and perform its obligations under this Agreement, the Indenture and the Notes; WFT-Delaware has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and the Disclosure Package and to enter into and perform its obligations under this Agreement, the Indenture and the Guarantees; Parent has been duly organized and is validly existing as a joint-stock corporation in good standing (to the extent applicable) under the laws of Switzerland and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and the Disclosure Package and to enter into and perform its obligations under this Agreement, the Indenture and the Guarantees; 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; each Guarantor 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, expect where the failure to so qualify or to be in good standing would not result in a material adverse change in the consolidated financial position, shareholders’ equity, results of operations or business of such Guarantor and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.
Good Standing of the Company and the Guarantors. The Company and the Guarantors have been duly incorporated, organized or formed, as applicable and is validly existing as a corporation, limited partnership or limited liability company, applicable, in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, with full corporate, partnership or limited liability company, as applicable, power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus, and to enter and perform its obligations (to the extent it is a party thereto) under each of this Agreement, the Securities and the Indenture. Each of the Company and the Guarantors is duly qualified to do business as a foreign corporation, limited partnership or limited liability company, as applicable or other entity and is in good standing (where such concept is legally relevant) under the laws of each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification except where the failure to be so organized or qualified, have such power or authority or be in good standing would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business or results of operations of the Company, the Guarantors and their respective subsidiaries, taken as a whole and after giving effect to the Transactions (a “Material Adverse Effect”).
Good Standing of the Company and the Guarantors. Each of the Company and each Guarantor has been duly organized and is validly existing as a corporation, limited liability company, partnership, real estate investment trust or trust, as the case may be, in good standing under the laws of the jurisdiction of its incorporation, formation or organization, as the case may be, and has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and each of the Company and each Guarantor 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 to so qualify or to be in good standing would not result in a Material Adverse Effect.
Good Standing of the Company and the Guarantors. The Company and each Guarantor has been duly incorporated (or, with respect to any Guarantor that is not a corporation, duly organized and formed) and is validly existing as a corporation (or such other entity, as applicable), in good standing under the laws of its jurisdiction of incorporation (or organization and formation, as applicable), is duly qualified to do business and is in good standing (to the extent such concept is applicable) as a foreign corporation (or other entity) in each jurisdiction in which its respective ownership or lease of property or the conduct of business requires such qualification, and has all power and authority necessary to own or hold its respective properties and to conduct its respective business, as described in the General Disclosure Package, except for foreign jurisdictions where the failure to so qualify or be in good standing would not have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Guarantors and their respective Subsidiaries taken as a whole (a “Material Adverse Effect”).
Good Standing of the Company and the Guarantors. The Company, each of the Guarantors and each of their respective subsidiaries listed in Schedule C hereto, which list includes all “significant subsidiaries” as defined in Rule 405 under the Securities Act (the “Subsidiaries”), is duly organized, validly existing and, if applicable, in good standing under the laws of their respective jurisdictions of incorporation or organization, as applicable. The Company, each of the Guarantors and each of their respective Subsidiaries is duly qualified to do business and is in good standing as a foreign corporation or limited liability company, as applicable, in each jurisdiction in which the nature of the business conducted by it or location of the assets or properties owned, leased or licensed by it requires such qualification, except for such jurisdictions where the failure to so qualify individually or in the aggregate would not have a material adverse effect on the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company, the Guarantors and their respective Subsidiaries considered as a whole (a “Material Adverse Effect”); and to the Company and the Guarantors’ knowledge, no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification. Other than the Subsidiaries in which the Company holds de minimus equity interests and as disclosed in the Registration Statement and the Disclosure Package, neither the Company nor any Guarantor owns, directly or indirectly, any shares of capital stock and does not have any other equity or ownership or proprietary interest in any corporation, partnership, association, trust, limited liability company, joint venture or other entity.
Good Standing of the Company and the Guarantors. Each of the Company and each of the Guarantors has been duly incorporated or organized and is an existing corporation or other business organization, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and each of the Company and each of the Guarantors is duly qualified to do business as a foreign corporation or other business organization, as the case may be, 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 so qualify would not, individually or in the aggregate, have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Company, the Guarantors and their respective subsidiaries taken as a whole, or materially and adversely affect the ability of the Company or the Guarantors to issue the Offered Securities or perform their respective obligations hereunder or thereunder, under the Indenture or otherwise affect the validity of the Offered Securities or otherwise be material in the context of the Offered Securities ("Material Adverse Effect").
Good Standing of the Company and the Guarantors. Each of the Company and the Guarantors has been duly incorporated or formed and is existing and in good standing under the laws of the jurisdiction of its incorporation or formation, with power and authority (corporate or other) to own its properties and conduct its business in a
Good Standing of the Company and the Guarantors. (i) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, and (ii) each of the Guarantors has been duly organized and is validly existing in good standing as the type of entity in the jurisdiction for such entity indicated on Schedule B hereto, and the Company and each Guarantor has all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and the Disclosure Package and to enter into and perform its obligations under, and to consummate the transactions contemplated in, this Agreement. The Company and each of the Guarantors is duly qualified as a foreign corporation, limited liability company or limited partnership 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, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Good Standing of the Company and the Guarantors. Each of the ----------------------------------------------- Company and each Guarantor has been duly organized and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the state of its incorporation or formation, as applicable, and has the corporate power and authority (or, in the case of Xxxxxxx Residential, the 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 the Operative Documents, the Credit Facility and the Fourth Supplemental Indenture to the 1994 Indenture (as defined below) and to consummate the Reorganization and the Covenant Defeasance; and each of the Company and each Guarantor is duly qualified as a corporation or limited liability company, as applicable, 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.
