Status, Power and Authority. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own and lease its properties, to conduct its business as currently conducted, to acquire the Acquired Assets and to perform its obligations under this Agreement including, without limitation, the corporate power and authority to assume and perform the Assumed Obligations. Buyer is qualified to do business in the state of Texas.
Status, Power and Authority. The Company represents and warrants that it is duly organized and validly existing under the laws of the State of Delaware, that it has the legal power and authority to enter into this Agreement and carry out its obligations hereunder and that this Agreement constitutes a legal, valid and binding obligation of the Company.
Status, Power and Authority. The Company is a company duly organized, validly existing and in good standing under the laws of the State of Missouri and has all requisite power and authority to enter into and perform its obligations under this Agreement and the Shares. WAT is a validly subsisting public trust established under the WAT Trust Deed which has not been terminated. The Manager is a company duly organized and validly existing under the laws of New South Wales, Australia, and has all requisite power and authority to enter into and perform its obligations under the Option Deed and the Options. The WAT Trustee is a company duly organized and validly existing under the laws of New South Wales, Australia, and has the power and authority under the WAT Trust Deed to enter into and perform its obligations under the Option Deed and the Options.
Status, Power and Authority. (a) Each of the Company and the Operating Partnership is a corporation or partnership duly organized, validly existing and (in the case of the Company) in good standing under the laws of its state of organization and has all requisite power and authority to enter into and perform its obligations under each of the Transaction Documents (as defined below) to which it is a party and to consummate the transactions contemplated hereby and thereby, including the issuance of the Shares, and to own, lease and operate its properties and conduct its business as now being conducted or proposed to be conducted as described in the Exchange Act Reports (as defined below), and is duly qualified or registered to transact business and is in good standing under the laws of each other jurisdiction in which its owns or leases properties, or conducts any business, so as to require such qualification or registration, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect (as defined below).
(b) The Subsidiaries (as defined below) are listed on SCHEDULE 3.1(B) and have each been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of incorporation or formation and have all requisite power and authority to own, lease and operate their properties and to conduct their businesses as now being conducted or proposed to be conducted as described in the Exchange Act Reports, and each Subsidiary is duly qualified or registered to transact business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification or registration, except where the failure to be in good standing or to so qualify or register would not reasonably be expected to have a Material Adverse Effect.
(c) As used in this Agreement, "SUBSIDIARIES" means any entities that would be treated as consolidated subsidiaries of the Company or the Operating Partnership for financial accounting purposes under generally accepted accounting principles ("GAAP") as applied in the United States including, without limitation, the entities listed on SCHEDULE 3.1(B).
Status, Power and Authority. If the Holding Stockholder is not a natural person, the Holding Stockholder is a corporation, limited liability company or partnership, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate, limited liability company or partnership power and authority to execute and deliver this Agreement and the Holding Stockholder Consent, to perform its obligations hereunder and to consummate the transactions contemplated hereby and has taken all necessary corporate, limited liability company or partnership action, as applicable, to authorize the execution and delivery of this Agreement. If the Holding Stockholder is a natural person, the Holding Stockholder has the requisite competence, power and authority to execute and deliver this Agreement and the Holding Stockholder Consent, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby.
Status, Power and Authority. Buyer is a limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has the partnership power and authority to own and lease its properties and to conduct its business as currently conducted and to acquire the Assets to be Acquired.
Status, Power and Authority. COP is a limited partnership validly existing under the laws of the State of Delaware and has all requisite power to carry on its business as now conducted. COPT is the sole general partner of COP and is a duly formed and validly existing Maryland real estate investment trust. Each of COP and COPT has full power and authority and possesses all material authorizations and approvals necessary to enable it to execute and deliver this Agreement and the other Transaction Documents to be executed by it, and perform its obligations hereunder and thereunder. This Agreement and the other Transaction Documents when executed and delivered by COP and COPT will, subject to approval by the shareholders of COPT prior to Closing, constitute valid and legally binding obligations of each of COP and COPT, enforceable against them in accordance with their respective terms, subject to bankruptcy and insolvency laws, and to equitable principles which may be imposed by courts.
Status, Power and Authority. (a) It is a limited liability company, corporation or partnership, as the case may be, duly organised and validly existing under the laws of its jurisdiction of incorporation.
(b) It is duly qualified and is authorised to do business and, in jurisdictions having a concept of good standing, is in good standing in each jurisdiction where the ownership, leasing or operation of its property or the conduct of its business requires such qualifications.
(c) It has the power and capacity to own its assets and carry on its business as it is being conducted.
(d) It has the power and capacity to enter into, deliver and perform, and has taken all necessary action (including, where required under applicable law, consulting with, or obtaining the approval of, works councils or similar bodies) to authorise its entry into, performance and delivery of, the Transaction Documents to which it is or will be a party and the transactions contemplated by those Transaction Documents.
Status, Power and Authority. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Nevada, with all requisite corporate power and authority to enter into and carry out its obligations under this Agreement. Seller does not have any subsidiaries. The Trust has all requisite power and authority to enter into the Lease Cancellation Agreement and Purchaser’s Lease Agreement.
Status, Power and Authority. Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the State of Nevada, with all requisite corporate power and authority to enter into and carry out its obligations under this Agreement.
