Organisation and Standing. (i) The Customer is a limited liability company duly organised or incorporated and validly existing and, if relevant, in good standing under the laws of the State of Delaware and possesses all franchises, licenses, permits, authorisations and approvals necessary to enable it to use its company name and to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted and as proposed to be conducted except for such franchises, licenses, permits, authorisations and approvals the failure of which to obtain could not, individually or in the aggregate, have a Material Adverse Effect on it. The Customer is in compliance in all material respects with all terms and conditions of such franchises, licenses, permits, authorisations and approvals.
(ii) The Customer is duly qualified to do business as a limited liability company, in each jurisdiction in which the nature of its business or the ownership, leasing or holding of its properties or assets requires qualification except for such jurisdictions where the failure to be so qualified could not, individually or in the aggregate, have a Material Adverse Effect on it.
Organisation and Standing. (i) The Servicer is an exempted company duly incorporated with limited liability and validly existing under the laws of the Cayman Islands and possesses all franchises, licenses, permits, authorisations and approvals necessary to enable it to use its company name and to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted and as proposed to be conducted except for such franchises, licenses, permits, authorisations and approvals the failure of which to obtain could not, individually or in the aggregate, have a Material Adverse Effect on it. The Servicer is in compliance in all material respects with all terms and conditions of such franchises, licenses, permits, authorisations and approvals;
(ii) The Servicer is duly qualified to do business as a limited liability company, in each jurisdiction in which the nature of its business or the ownership, leasing or holding of its properties or assets requires qualification except for such jurisdictions where the failure to be so qualified could not, individually or in the aggregate, have a Material Adverse Effect on it.
Organisation and Standing. It is a national banking association chartered under the laws of the United States of America and it has the full corporate power and authority to own its assets and to carry on its business as presently conducted and to perform its obligations hereunder.
Organisation and Standing. Each Seller is validly organised, in existence and duly registered under the laws of its jurisdiction of organisation and has full power to conduct its business as conducted at the date of this Agreement.
Organisation and Standing. Each Company Shareholder, if not an individual person, is an entity duly organised, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
Organisation and Standing. Purchaser is a corporation duly organised, validly existing and in good standing under Bermuda law and has full corporate power and authority to conduct all of the activities being conducted by it.
Organisation and Standing. 1.1 The Buyer is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation and has full power to conduct its business as conducted at the date of this Agreement.
1.2 The Buyer is not insolvent or bankrupt or unable to pay its debts within the meaning of section 123 (1) or (2) of the Insolvency Act 1986 (or equivalent law of any jurisdiction in which the Buyer is incorporated or resident, as applicable).
1.3 No order has been made and no resolution has been passed for the winding up of of the Buyer or for a liquidator to be appointed in respect of it and no petition has been presented and no meeting has been convened for the purposes of winding up the Buyer in any way.
Organisation and Standing. The Guarantor is a corporation that is validly incorporated, in existence and duly registered under the Laws of its jurisdiction of incorporation and has full power to conduct its business as conducted at the date of this Agreement.
Organisation and Standing. The Company is a company duly organised, validly existing and in good standing under the Laws of England and Wales and has all requisite corporate or other entity power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each other Target Company is a corporation or other entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of organisation and has all requisite corporate or other entity power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Target Company is duly qualified or licensed and in good standing (to the extent that such concept applies) in the jurisdiction in which it is incorporated or registered and in each other jurisdiction where it does business or operates to the extent that the character of the property owned, or 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 in the jurisdiction in which it is incorporated or registered and in each other jurisdiction where it does business or operates would individually or in the aggregate reasonably be expected to be material to the Target Companies, taken as a whole, or the ability of the Company to perform on a timely basis its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party or otherwise bound. The Company has provided to Purchaser accurate and complete copies of the Organisational Documents of each Target Company, each as amended to date and as currently in effect. No Target Company is in violation of any provision of its Organisational Documents in any material respect.
Organisation and Standing. Purchaser is a company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. Purchaser has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Purchaser is duly qualified or licensed and in good standing to do business in each jurisdiction in which 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. Purchaser has heretofore made available to the Company accurate and complete copies of its Organisational Documents, each as currently in effect. Purchaser is not in violation of any provision of its Organisational Documents.
