Organization; Good Standing; Licenses. Such Member (i) is a Single Purpose Entity duly organized, validly existing and in good standing under the Laws of the state of its organization, (ii) has qualified or will qualify to do business as a foreign corporation, partnership or other entity and will remain so qualified, and is and will remain in good standing, in each jurisdiction in which the character of its properties or the nature of its activities makes such qualification necessary and in which failure to so qualify would have a material adverse effect upon such Member or its ability to perform its obligations hereunder, (iii) has full power to own its property, to carry on its business as presently conducted, and to enter into and perform its obligations under this Agreement, (iv) has all licenses or other governmental approvals necessary to perform its obligations hereunder; and (v) in the case of the Private Owner, as of the Closing Date, is (x) directly or indirectly, at least 50.1% owned by its Specified Parent, and (y) Controlled by its Specified Parent.
Organization; Good Standing; Licenses. Such Member (i) is a Special Purpose Entity duly organized, validly existing and in good standing under the Laws of the state of its organization, (ii) has qualified or will qualify to do business as a foreign corporation, partnership or other entity and will remain so qualified, and is and will remain in good standing, in each jurisdiction in which the character of its properties or the nature of its activities makes such qualification necessary and in which failure to so qualify would have a material adverse effect upon such Member or its ability to perform its obligations hereunder, (iii) has full power to own its property, to carry on its business as presently conducted, and to enter into and perform its obligations under this Agreement, and (iv) has all licenses or other governmental approvals necessary to perform its obligations hereunder. As of the Closing Date (or, in the case of any Successor to the Private Owner, as of the date such Member first became a Member of the Company), such Member is in compliance with Section 8.2 hereof.
Organization; Good Standing; Licenses. Member (i) is a Special Purpose Entity duly organized, validly existing and in good standing under the laws of the state of its organization, (ii) has qualified or will qualify to do business as a foreign corporation, partnership or other entity and will remain so qualified, and is and will remain in good standing, in each jurisdiction in which the character of its properties or the nature of its activities makes such qualification necessary and in which failure to so qualify would have a material adverse effect upon Member or its ability to perform its obligations hereunder, (iii) has full power to own its property, to carry on its business as presently conducted, and to enter into and perform its obligations under this Agreement, (iv) has all licenses or other governmental approvals necessary to perform its obligations hereunder; and (v) has a net worth calculated in accordance with GAAP of not less than $5,000,000.
Organization; Good Standing; Licenses. HUD is the Secretary of the United States Department of Housing and Urban Development and has and will have full power to enter into and perform its obligations under this Agreement.
Organization; Good Standing; Licenses. The Member (i) is a Single Purpose Entity duly organized, validly existing and in good standing under the laws of the state of its organization, (ii) has qualified or will qualify to do business as a foreign corporation, partnership or other entity and will remain so qualified, and is and will remain in good standing, in each jurisdiction in which the character of its properties or the nature of its activities makes such qualification necessary and in which failure to so qualify would have a material adverse effect upon the Member or its ability to perform its obligations hereunder, (iii) has full power to own its property, to carry on its business as presently conducted, and to enter into and perform its obligations under this Agreement, (iv) has all licenses or other governmental approvals necessary to perform its obligations hereunder; and (v) has a net worth calculated in accordance with GAAP of not less than $5,000,000 on the date the Member becomes a party to this Agreement and will maintain such minimum net worth so long as the value of the Company Property exceeds $25,000,000.
Organization; Good Standing; Licenses. Such Member (i) is a Single Purpose Entity duly organized, validly existing and in good standing under the Laws of the state of its organization, (ii) has qualified or will qualify to do business as a foreign corporation, partnership or other entity and will remain so qualified, and is and will remain in good standing, in each jurisdiction in which the character of its properties or the nature of its activities makes such qualification necessary and in which failure to so qualify would have a material adverse effect upon such Member or its ability to perform its obligations hereunder, (iii) has full power to own its property, to carry on its business as presently conducted, and to enter into and perform its obligations under this Agreement, (iv) has all licenses or other governmental approvals necessary to perform its obligations hereunder; (v) has assets consisting of cash and/or cash equivalents in the Private Owner Designated Account, and/or has outstanding undrawn equity commitments from the Ultimate Equity Commitment Party (so long as there shall not have occurred any Insolvency Event or Dissolution Event with respect thereto) under a Satisfactory Equity Commitment Letter (including, as applicable, with a corresponding commitment from the Private Owner Guarantor pursuant to such Satisfactory Equity Commitment Letter), of not less than $5,000,000 in the aggregate, and (vi) in the case of the Private Owner, (x) as of the Closing Date, is, directly or indirectly, at least 50.1% owned, and is Controlled, by its Specified Parent and (y) is wholly owned, and is Controlled, by the Private Owner Guarantor.
Organization; Good Standing; Licenses. Such Person (i) is duly organized, validly existing and in good standing under the Laws of the state of its organization and, in the case of the Private Owner Guarantor, is a Single Purpose Entity, (ii) has qualified or will qualify to do business as a foreign corporation, partnership or other entity and will remain so qualified, and is and will remain in good standing, in each jurisdiction in which the character of its properties or the nature of its activities makes such qualification necessary and in which failure to so qualify would have a material adverse effect upon such Person or its ability to perform its obligations hereunder, (iii) has full power to own its property, to carry on its business as presently conducted, and to enter into and perform its obligations under the Parent Guaranty (solely in the case of the Private Owner Guarantor) and (so long as any portion of the requirements set forth in clause (v) of Section 10.1(a) or clause (v) of Section 10.2(a) are being purported to be satisfied by a Satisfactory Equity Commitment Letter) the Satisfactory Equity Commitment Letter, (iv) has all licenses or other governmental approvals necessary to perform its obligations under the Parent Guaranty (solely in the case of the Private Owner Guarantor) and (so long as any portion of the requirements set forth in clause (v) of Section 10.1(a) or clause (v) of Section 10.2(a) are being purported to be satisfied by a Satisfactory Equity Commitment Letter) the Satisfactory Equity Commitment Letter; and (v) in the case of the Private Owner Guarantor, has assets consisting of cash and/or cash equivalents (provided that assets of the Private Owner consisting of cash and/or cash equivalents in the Private Owner Designated Account shall count as assets of the Private Owner Guarantor for this purpose), and/or has outstanding undrawn equity commitments from the Ultimate Equity Commitment Party (so long as there shall not have occurred any Insolvency Event or Dissolution Event with respect thereto) under a Satisfactory Equity Commitment Letter, of not less than $5,000,000 in the aggregate, and (vi) in the case of the Private Owner Guarantor, as of the Closing Date, is, directly or indirectly, at least 50.1% owned, and is Controlled, by the Private Owner’s Specified Parent.
Organization; Good Standing; Licenses. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and with all requisite power to enter into and perform its obligations under this Agreement.
(b) Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of New York, with full corporate power and authority to (i) conduct its Business as it is now being conducted, (ii) own its properties and assets, and (iii) perform its obligations under all material Contracts to which it is a party. Company is duly qualified to do Business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction and where the nature of its business or the property owned or leased by it makes qualification necessary, which states and jurisdictions are set forth on Schedule 5.1(b) of the Disclosure Schedules.
(c) Company is duly licensed to sell property and casualty insurance in the states and jurisdictions listed on the attached Schedule 5.1(c) of the Disclosure Schedules, which Schedule also lists the product lines Company is licensed to sell in the listed states and jurisdictions.
(d) Company keeps and maintains books, accounts and records that accurately account in all material respects for and reflect the assets, properties, liabilities, obligations, affairs and results of the conduct and operation of its Business. The minute books of Company contain an accurate and complete record in all material respects of all meetings and consents of its shareholder(s) and board of directors, and of the issuance of the issued and outstanding Company Common Stock. Those books and records, and all records, deeds, agreements and other documents relating to the affairs of Company are in the control of Company and in the possession of the Company or Iron Mountain Records Management, Syracuse, New York.
(e) Company has no subsidiaries and has no ownership interest in any joint venture, partnership, limited liability company or similar business organization.
