Limited Partnership Status. The Borrower (i) is a limited partnership duly organized and validly existing and in good standing under the laws of the Republic, (ii) is duly qualified to do business under the laws of each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business as presently conducted or proposed to be conducted makes such qualification necessary and (iii) has full power and authority to own the property and assets owned by it and to lease the properties leased by it and to transact the business in which it is engaged or proposes to be engaged and to do all things necessary or appropriate in respect of the Project and to consummate the transactions contemplated by the Project Documents in effect or required to be in effect as of each date this representation is made or deemed made. Orleyte Company is the sole general partner of the Borrower, and Ormat Philippines and Orleyte Company are the sole limited partners of the Borrower. Each Partner (a) is a limited life company duly organized, validly existing and in good standing under the laws of the Cayman islands, (b) is duly qualified to do business and is in good standing under the laws of each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business as presently conducted or as proposed to be conducted makes such qualification necessary or desirable, and (c) has full power and authority to own the property an d assets owned by it and to lease the properties leased by it and to transact the business in which it is engaged or proposes to be engaged.
Limited Partnership Status. Buyer is a limited partnership duly organized and validly existing and in good standing under the laws of its formation and has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as now being conducted.
Limited Partnership Status. No event has occurred that has caused, and Seller has not acted in any manner that will cause: (i) † Management Company or a Project Partnership to be treated for federal income tax purposes as an association taxable as a corporation, or (ii) † Management Company or a Project Partnership to fail to qualify as a limited partnership under the Laws under which † Management Company or such Project Partnership was formed. To Seller’s Actual Knowledge, all consents or approvals of any Governmental Entity, or any other Person, necessary in connection with the transactions contemplated by the † Management Company partnership agreement and each Project Partnership Agreement or necessary to admit each Limited Partner to each Project Partnership, have been obtained by Seller. To Seller’s Actual Knowledge, all outstanding units of partnership interest or other equity interest of † Management Company and each Project Partnership (i) have been duly authorized and are validly issued, fully paid and nonassessable and (ii) are subject to no restrictions except as set forth in the applicable Scheduled Documents. Neither † Management Company nor, to Seller’s Actual Knowledge, except as set forth in the applicable Scheduled Documents, any of the Project Partnerships has issued or granted or is a party to any outstanding commitments, agreements, options, arrangements or undertakings of any kind relating to units of partnership interest or any other equity interest of † Management Company or such Project Partnership or securities convertible into units of partnership interest or any other equity interest of † Management Company or such Project Partnership. To Seller’s Actual Knowledge, none of the representations, warranties or statements contained in the Scheduled Documents, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make any of such representations, warranties or statements not misleading.
Limited Partnership Status. Each of MMLP and Buyer is a limited partnership, duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to do business and is in good standing in all jurisdictions in which the nature of its business or the ownership of its properties or both makes such qualification necessary.
Limited Partnership Status. 3.2.1 EFP I is (i) duly organized limited partnership, validly existing and in good standing under the laws of the State of Florida; (ii) has full power to own all of its properties and carry on its business, if any; and (iii) is qualified to do business as a foreign entity in each of the jurisdictions in which it operates, if any, and the character of the properties owned by EFP I or the nature of the business transacted by EFP I, if any, does not make qualification necessary in any other jurisdiction or jurisdictions.
