Organization and Qualification of Company. Company 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, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.1 of the Company Disclosure Schedules sets forth each jurisdiction in which Company is licensed or qualified to do business, and Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect.
Organization and Qualification of Company. The Company is duly organized, validly existing and in good standing under the laws of Nevada. The Company has all requisite corporate power and authority to own or lease all of its properties and assets and to conduct its business in the manner and in the places where such properties are owned or leased or such business is now conducted by it. Company is duly qualified, licensed and authorized to do business as a foreign corporation and is in good standing as a foreign corporation in the jurisdictions in which it conducts business and is not required to be so licensed, qualified or authorized to conduct its business or own its property in any other jurisdiction. As set forth in Section 2.4 above, the Company shall deliver at Closing a Certificate of Good Standing for the Company. The Company represents that the minute books of the Company are current and contain correct and complete copies of the Certificate of Formation, any Limited Liability Company Operating Agreement and Bylaws of the Company, including all amendments thereto and restatements thereof, transfer ledgers reflecting the ownership interests of the Company, and of all minutes of meetings, resolutions and other actions and proceedings of its members and board of directors and all committees thereof, duly signed by the Secretary or an Assistant Secretary, all directors or all general and limited partners (the “Company Organizational Documents”).
Organization and Qualification of Company. The Company has been duly formed as a real estate investment trust under the laws of the State of Texas with power and authority to conduct its business as currently conducted and, according to the County Clerk of Tarrant County, Texas, the Restated Declaration of Trust of the Company is recorded in Volume 12645, beginning at Page 1811, in the records of the County Clerk. The Restated Declaration of Trust is in effect, and no dissolution, revocation or forfeiture proceedings regarding the Company have been commenced. The Company is duly qualified as a foreign organization to transact business and is in good standing in each 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 would not have a material adverse effect on the condition, financial or otherwise, or the earnings, assets, business affairs or business prospects of the Company, the Operating Partnership, the Subsidiaries (as defined below) and the Residential Development Corporations (as defined below) considered as one enterprise.
Organization and Qualification of Company. The Company is duly organized, validly existing and in good standing under the laws of Nevada. The Company has all requisite corporate power and authority to conduct its business in the manner and in the places where such business is now conducted by it. Company is duly qualified, licensed and authorized to do business as a foreign corporation and is in good standing as a foreign corporation in the jurisdictions, if any, shown on the Schedule of Jurisdictions attached hereto as Schedule 3.1 and is not required to be so licensed, qualified or authorized to conduct its business or own its property in any other jurisdiction. The minute books of the Company are current and contain correct and complete copies of the Certificate of Incorporation and Bylaws of the Company, including all amendments thereto and restatements thereof, and of all minutes of meetings, resolutions and other actions and proceedings of its stockholders and board of directors and all committees thereof, duly signed by the Secretary or an Assistant Secretary, all directors or all stockholders. The stock record book of the Company is also current, correct and complete and reflects the issuance of all of the outstanding shares of the Company’s capital stock since the date of its incorporation.
Organization and Qualification of Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Alabama. The Company has the power and authority to own its properties and assets and to carry on its business as now being conducted and is duly qualified to do business and is in good standing in the State of Alabama and in every jurisdiction in addition to the State of Alabama wherein the failure so to qualify and to maintain its standing would have a material adverse effect on its business. The Company has all requisite power to enter into this Loan Agreement and to consummate the transactions contemplated hereby, including, without limitation, the execution, delivery and performance of each of the Basic Agreements to which it is a party.
Organization and Qualification of Company. Each of Guigang Companies has been duly incorporated and organized under the laws of its place of incorporation, has the capacity, power and authorization requisite to own and operate its Assets and to carry on its business as contemplated by this Agreement and its business license.
Organization and Qualification of Company. The Company is duly organized, validly existing and in good standing under the laws of Wyoming. The Company has all requisite corporate power and authority to own or lease all of its properties and assets and to conduct its business in the manner and in the places where such properties are owned or leased or such business is now conducted by it. Company is duly qualified, licensed and authorized to do business as a foreign corporation and is in good standing as a foreign corporation in the jurisdictions in which it conducts business, and is not required to be so licensed, qualified or authorized to conduct its business or own its property in any other jurisdiction. The minute books of the Company are current and contain correct and complete copies of the Articles of Incorporation and the Bylaws of the Company, if any, including all amendments thereto and restatements thereof, and of all minutes of meetings, resolutions and other actions and proceedings of its Board of Directors and shareholders, and all committees thereof, duly signed by all managers or all members. The record book of the Company is also current, correct and complete and reflects the issuance of all of the outstanding shares of stock of the Company since the date of its incorporation.
Organization and Qualification of Company. The Company has been duly incorporated and organized under the laws of its place of incorporation, has the capacity, power and authorization requisite to own and operate its Assets and to carry on its business as contemplated by this Agreement and its business license.
Organization and Qualification of Company. (a) Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Except as set forth on Schedule 4.1(a), each of Company’s Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Company and each of its Subsidiaries has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business. Company and each of its Subsidiaries is duly qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its Business makes such qualification necessary except where the failure to be so qualified would not have a Material Adverse Effect on Company and its Subsidiaries. Set forth on Schedule 4.1(a) is a complete and accurate list, with respect to Company and each of its Subsidiaries, of the jurisdiction of incorporation of each such Entity, the jurisdictions in which each such Entity is qualified to do business as a foreign corporation, and each such Entity’s directors and executive officers.
(b) Company has made available or delivered to Purchaser complete and accurate copies of the Charter Documents of Company and each of its Subsidiaries as now in effect. The books of account and other records of Company and its Subsidiaries delivered or made available to Purchaser have been maintained in accordance with sound business practice, and applicable law and accounting policies. Neither Company nor its Subsidiaries is in default under or in violation of any provision of its Charter Documents.
(c) Except as set forth on Schedule 4.1(a), there are no corporations, partnerships, joint ventures, associations or other entities in which Company owns, of record or beneficially, any direct or indirect equity or other interest or any right (contingent or otherwise) to acquire the same.
Organization and Qualification of Company. Each of SFL and each of ----------------------------------------- the Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the United Kingdom, with full power and authority to own, operate or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it. The copies of the Memorandum and Articles of Association as amended to date ("Charter"), of each of SFL and the Subsidiaries certified by such company's Secretary, copies of which are attached as Schedule 2.1 hereto, ------------ are complete and correct. Each of SFL and its Subsidiaries is duly qualified to do business and in good standing as a foreign corporation in each of the jurisdictions identified on Schedule 2.1 and it is not required to be licensed ------------ or qualified to conduct its business or own its property in any other jurisdiction.
