Incorporation; Corporate Power. 16 5.2 Authorization; No Violation..........................................17
Incorporation; Corporate Power. Allianz Life is a Minnesota corporation, duly incorporated, validly existing and in good standing under the laws of Minnesota and has the requisite corporate power and authority to execute and deliver this Agreement and the Related Agreements and to perform its obligations hereunder and thereunder. Allianz Life is also duly qualified to do business as a foreign corporation in all states other than New York, and is in good standing in each of those states, except where the failure to be in good standing would not have a Material Adverse Effect. Allianz Life has the corporate power and authority and all authorizations, licenses, permits and certifications necessary to own and operate the properties of the Division and to carry on the Business as now conducted. The copies of Allianz Life’s Articles of Incorporation and Bylaws that have been furnished by Allianz Life to Buyer prior to the date hereof reflect all amendments made thereto and are correct and complete as of the date hereof. Allianz Life or its Fronting Company is either licensed to transact insurance or accredited to assume reinsurance and is in good standing in every jurisdiction in which the nature of the Business or its ownership of the Division’s property requires it to be so qualified. A list of the jurisdictions in which Allianz Life or its Fronting Company is so qualified, licensed or accredited, as the case may be, is set forth in Schedule 3.01.
Incorporation; Corporate Power. The Buyer represents and warrants to the Seller by way of independent guarantee ["selbstaendiges Garantieversprechen"] that as of the date hereof and as of the Closing Date the Buyer is a limited partnership duly established under the laws of Germany, having all requisite corporate power and authority to execute, deliver and perform its obligations under the Agreement and to consummate the transactions contemplated hereby, and CM 058 GmbH as its general partner is a company duly incorporated and registered under the laws of Germany as a limited liability company ["GmbH"] in the commercial register of the local court in Munich under HRB 130662.
Incorporation; Corporate Power. PJAM is duly organized validly existing and in good standing under the laws of the State of Delaware. PJAM has, and at all times has had, full power and authority, corporate or otherwise, to own and lease its properties as such properties are now owned and leased and to conduct its business as and where the businesses have and are now being conducted.
Incorporation; Corporate Power. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware.
Incorporation; Corporate Power. Palm Desert is a corporation duly organized, validly existing and in good standing under the laws of the State of California. Palm Desert has full power and authority (corporate and other) to own and lease its properties and assets and to conduct its business as and where such properties and assets are now owned or leased and such business is now conducted. The character of the properties and assets now owned and leased by Palm Desert and the nature of the business now conducted by it do not make it necessary for Palm Desert to be licensed or qualified to do business as a foreign corporation in any jurisdiction.
Incorporation; Corporate Power. Database is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Database has full power and authority (corporate and other) to own and lease its properties and assets and to conduct its business as and where such properties and assets are now owned or leased and such business is now conducted. The character of the properties and assets now owned and leased by Database and the nature of the business now conducted by it do not make it necessary for Database to be licensed or qualified to do business as a foreign corporation in any jurisdiction.
Incorporation; Corporate Power. Coyote is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to own or lease its properties and conduct its business as such business is now conducted. Coyote is qualified to transact the business in which it is engaged and is in good standing as a foreign corporation in every jurisdiction in which the character of its property or its ownership, leasing, licensing or use of property or assets, or where the nature or the conduct of its business, makes such qualification necessary, except where such failure to qualify will not have a material and adverse effect on Coyote.
Incorporation; Corporate Power. Atria and Acquisition Subsidiaries each are duly organized validly existing and in good standing under the laws of the State of Delaware. Atria has, and at all times has had, full power and authority, corporate or otherwise, to own and lease its properties as such properties are now owned and leased and to conduct its business as and where the businesses have and are now being conducted.
Incorporation; Corporate Power. PJAM and Acquisition Subsidiary are duly organized validly existing and in good standing under the laws of the State of Delaware and the State of Ohio, respectively. PJAM has, and at all times has had, full power and authority, corporate or otherwise, to own and lease its properties as such properties are now owned and leased and to conduct its business as and where the businesses have and are now being conducted.
