Incorporation; Corporate Power. 21 4.2 Authorization; No Violation........................................ 22 4.3
Incorporation; Corporate Power. Allianz Life is a Minnesota corporation organized under Chapter 300 of the Minnesota Statutes, duly incorporated, validly existing and in good standing under the laws of the State 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 and is in good standing in each jurisdiction where such qualification is necessary, except where the failure to be so qualified or 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 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 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. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware.
Incorporation; Corporate Power. Icon is duly organized and validly existing under the laws of the state of Connecticut and has the capacity to enter into this Agreement, and the execution and delivery of this Agreement have been duly authorized by Icon;
Incorporation; Corporate Power. Purchaser is duly organized and validly existing under the laws of the state of its incorporation and has the capacity to enter into this Agreement, and the execution and delivery of this Agreement has been duly authorized by Purchaser;
Incorporation; Corporate Power. Allianz New York is a New York corporation, duly incorporated, validly existing and in good standing under the laws of New York and has the requisite corporate power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party and to perform its obligations hereunder and thereunder. Allianz New York has the corporate power and authority and all authorizations, licenses, permits and certifications necessary to own and operate the properties of the New York Division and to carry on the New York Business as now conducted. The copies of Allianz New York’s Certificate of Incorporation and Bylaws that have been furnished by Allianz New York to Buyer prior to the date hereof reflect all amendments made thereto and are correct and complete as of the date hereof. Allianz New York is either licensed to transact insurance or accredited to assume reinsurance and is in good standing in New York.
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. 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.
