Validly Existing it is a validly existing corporation registered under the laws of its place of incorporation;
Validly Existing. Borrower is validly existing under the laws of the State of Delaware, is in good standing in the State of California, and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Documents as modified herein. The execution and delivery of this Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalf of Borrower.
Validly Existing. The Company validly exists as a company under the laws of the State of Israel. The Company has the full corporate power and authority to conduct its business as currently conducted and the Company had at all relevant times the full corporate power and authority to conduct its business as previously conducted, save that if at any time the Company did not have the full corporate power and authority to conduct its business as previously conducted, the lack of such corporate power and authority did not have a material adverse effect on the Company.
Validly Existing. (i) APN PG is a validly existing corporation registered under the laws of its place of incorporation;
(ii) APD Trust is duly established, is validly subsisting, has not been terminated and is a registered managed investment scheme;
(iii) APN RE is the (and is the only) trustee and responsible entity of APD Trust, has been validly appointed and remains as responsible entity of APD Trust;
(iv) as far APN RE is aware, no action has been taken to either:
(A) terminate APD Trust; or
(B) wind up APD Trust whether under Chapter 5C of the Corporations Act or otherwise, other than any frivolous or vexatious application, or any application that is set aside within 14 days or, if earlier, by the Second Court Date;
(v) APN RE has not exercised its powers under the APD Trust Constitution to release, abandon or restrict any power conferred on it by the APD Trust Constitution;
(vi) APN RE is not in default under the APD Trust Constitution; and
(vii) subject to law and the APD Trust constitution, APN RE has the right to be fully indemnified out of the Trust Property in respect of the obligations incurred by it as responsible entity of APD Trust under the documents to which it is a party, and as far as APN RE is aware there is nothing that would prevent APN RE from being fully indemnified out of the Trust Property for any obligations under or in connection with this deed or any of the transactions contemplated by the deed that it incurs in its capacity as responsible entity of APD Trust.
Validly Existing. Bidder is a validly existing corporation registered under the laws of its place of incorporation.
Validly Existing. Party A is a limited liability company duly incorporated and validly existing and has the status as an independent legal person enterprise under the PRC Laws.
Validly Existing. Yuanbo and each of it’s the early childhood educational institutions under it is an entity incorporated and validly existing under applicable laws. Yuanbo Education and any early childhood educational institutions under it have fully paid their respective registered capitals or start-up capital according to the payment schedule set out in their respective articles of association, approval documents, business licenses, Registration Certificate of Private Non-Enterprise Entities (Legal Person) and Permit for Operation of Schools for Privately-run Schools (the “Incorporation Documents”), which is in compliance with the requirements of the PRC laws. There is no registered capital or start-up capital that has not been paid or delayed in payment, and there is no registered capital or start-up capital that has been taken away. All the Incorporation Documents of Yuanbo Education and any early childhood educational institutions under it have been legally and validly approved or registered (if required), and are valid and enforceable under the laws of the PRC. The business scopes of Yuanbo Education and any early childhood educational institutions under it as set forth in the Incorporation Documents are met with the PRC legal requirements. The production and business operation of Yuanbo Education and any early childhood educational institutions under it are in compliance with the laws of the PRC. All certificates, licenses, and permits required under the laws of the PRC for the production and business operation of Yuanbo Education and any early childhood educational institutions under it have been applied for and obtained according to laws; The early childhood educational institutions under Yuanbo Education, which include: Jiaxing Qing An Kindergarten, Wuxi City Binhu District Qing An Little Cambridge Kindergarten, Jiaxing City Nanhu District Qing An Little Cambridge Kindergarten, Jiaxing Qing An Xxx Xxxxx Kindergarten, Jiaxing Qing An Little Harvard Kindergarten, Shaoxing City Yuecheng District Victoria Kindergarten, Haining City Qing An Kindergarten, Ningbo City Yinzhou District Zonggong Temple Qing An Little Oxford Kindergarten, Shanghai Jinshan District Private-Run Little Harvard Kindergarten, Jiaxing City Xiuzhou Experimental Kindergarten, Deqing County Green-City Qing An Kindergarten, Haiyan County Qing An Yijia Garden Kindergarten, Tongxiang City Qing An Happy Kids Kindergarten, Wuxi City Binhu District Qinxin Experimental Kindergarten, Tongxiang City Huali K...
Validly Existing. Vault is a validly existing corporation registered under the laws of its place of incorporation.
Validly Existing. Xxxxxxx is a validly existing corporation registered under the laws of its place of incorporation.
Validly Existing. 3.1 This Agreement has been duly and validly authorised, effected and delivered by the Sellers and constitutes legal, valid and binding obligations of the Sellers enforceable in accordance with its terms.
3.2 Each Group Company is a duly incorporated private limited company and validly exists under the laws of Ireland and has all requisite corporate power and authority to carry on its business as it now being conducted. 1 Capacity and Authority of Warrantors 42 2 Interested Parties 42 3 Constitution of the Company 42 4 Companies Act 43 5 2017 Accounts and 2018 Accounts 44 6 Transactions Since the 2017 Accounts Date 45 7 Debts 46 8 Bank and Other Borrowings 47 9 Solvency 48 10 Data Protection 48 11 Technology 50 12 Intellectual Property, Confidential Information and Know-How 52 13 Agreements and Arrangements 56 14 Assets 57 15 Directors and Employees 59 16 Pensions and Benefit Schemes 62 17 Safety, Health and Welfare at Work 62 18 Environment 63 19 Property 63 20 Planning and Development 64 21 Miscellaneous 64 22 Litigation and Disputes 66 23 Insurance 67 24 Breach of Agreements or Arrangements 67 25 Suppliers and Customers 67 26 Competition Law 68
