Status and Authorization Sample Clauses

Status and Authorization a. Seller is a stock corporation duly incorporated and validly existing under the Laws of Michigan, USA, and has all rights, corporate powers, authority and capacity required to carry on its business as currently conducted. b. Each of the Asset Selling Affiliates and the Share Selling Affiliates is duly established and validly existing under the Laws of the jurisdiction of their respective incorporation. The Asset Selling Affiliates and the Share Selling Affiliates have the corporate power to own their assets and to operate their respective business as currently conducted. c. Seller and each of the Asset Selling Affiliates, Share Selling Affiliates, Sold Entities or Sold JV Entities (i) organized within the US and any other jurisdiction outside the US in which the concept of good standing or its functional equivalent is applicable, are each in good standing or its functional equivalent under the Laws of their respective jurisdiction of incorporation and (ii) is duly qualified to transact business in any jurisdiction where the ownership or leasing of the Sold Assets and the conduct of the Business require it to be so qualified except where the failure to be so qualified would not, individually or in the aggregate with other such failures, be material to the Business. d. The execution and performance by Seller of this Agreement and each of the Ancillary Agreements to which Seller is or will be a party are within its corporate powers, do not violate its articles of association or by-laws and have been duly authorized by all necessary corporate action. The execution and performance by the Asset Selling Affiliates and Share Selling Affiliates of each of the Ancillary Agreements executed and delivered by them will, as of the execution thereof by such Asset Selling Affiliate or Share Selling Affiliate be within its corporate powers, not violate its articles of association or by-laws, have been duly authorized by all necessary corporate action and shall be enforceable against such Seller or Affiliate in accordance with its terms except to the extent that (i) such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) specific performance may not be available in certain jurisdictions outside the US. Except for the Merger Control...

Status and Authorization. It is a corporation duly incorporated or other legal entity duly formed and validly exists under the laws of its jurisdiction of incorporation or formation, as applicable; it has all necessary power, authority, capacity and right, and has received all requisite approvals to enter into this Tender Agreement and to complete the transactions contemplated hereby; and this Tender Agreement has been duly executed and delivered by it.

Status and Authorization. (a) The Parent is a public limited company, and is duly incorporated and validly existing under the laws of England and Wales with power to carry on its business as it is now being conducted and to own property and other assets; (b) The English Subsidiaries are each a private limited company and each is duly incorporated and validly existing under the laws of England and Wales with power to carry on its business as it is now being conducted and to own property and other assets; (c) The US Obligor represents that it is a corporation, duly incorporated and validly existing in good standing under the laws of Delaware in the United States and has power to carry on its business as it is now being conducted and to own property and other assets; (d) No Obligor is a FATCA FFI or (other than the US Obligor) a US Tax Obligor. (e) The execution, delivery and performance of the Loan Documents to which the Obligors are a party and the entry into of the transactions contemplated by the Loan Documents, is within the corporate powers of the Obligors, has been duly authorised by all necessary corporate and other action and do not and will not:

Status and Authorization. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has the power to own its property and to carry on its business as it is now being conducted by Seller. Buyer has full power, authority and legal capacity to execute and deliver this Agreement and to perform Buyer's obligations under the terms hereof. The execution and delivery of this Agreement and the performance of all the obligations of Buyer under the terms hereof have been duly authorized by all actions necessary to authorize execution, delivery and performance of this Agreement and the transactions contemplated hereby.

Status and Authorization. The Seller represents and warrants: (a) The Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified as a foreign entity in good standing in the State of Maryland and in each other jurisdiction where the failure so to qualify would have a material adverse effect upon the business or financial condition of the Seller or the Facility; and the Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, to deliver, and to perform its obligations under this Agreement. (b) The execution, delivery and performance by the Seller of this Agreement have been duly authorized by all necessary partnership action, and do not and will not (i) require any consent or approval of the holders of partnership interests in Seller, other than those which have been obtained (evidence of which shall be, if it has not theretofore been, delivered to PEPCO), or (ii) result in a breach or constitute a default under the Seller's certificate of limited partnership or partnership agreement, any indenture, contract or agreement to which it is a party or by which it or its properties may be bound, or (iii) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to the Seller. (c) No authorization or approval by any governmental or other official agency is necessary for the due execution and delivery of this Agreement by Seller. (d) This Agreement is a valid, legal and binding obligation of the Seller, enforceable in accordance with its terms. (e) There is, as of the date of execution of this Agreement, no pending or threatened action or proceeding affecting the Seller before any court, governmental agency or arbitrator that could reasonably be expected to materially and adversely affect the financial condition or operations of the Seller or the ability of the Seller to perform its obligations hereunder, or which purports to affect the legality, validity or enforceability of this Agreement.

Status and Authorization. Zond hereby represents, warrants ------------------------ and covenants to and with WDI: