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. 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. (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. Each of Wentai Education and Zhongda Foundation is an entity incorporated and validly existing under applicable laws. Wentai Education and Zhongda Foundation have fully paid their respective registered capitals according to the payment schedule set out in their respective articles of association, approval documents and business licenses (the “Incorporation Documents”), which is in compliance with the requirements of the PRC laws. There is no registered capital that has not been paid or delayed in payment, and there is no registered capital that has been taken away. All the Incorporation Documents of Wentai Education and Zhongda Foundation 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 Wentai Education and Zhongda Foundation as set forth in the Incorporation Documents are met with the PRC legal requirements. The production and business operation of Wentai Education and Zhongda Foundation are in compliance with the laws of the PRC. All certificates, licenses and permits required for the production and business operation of Wentai Education and Zhongda Foundation under the laws of the PRC have been applied for and obtained according to laws; Wentai Education and Zhongda Foundation have carried out (including without limitation) all registration formalities with national and local civil affairs bureaux and education bureaux of the PRC, as well as other relevant administrative departments in respect of the investment in and operation of all compulsory and early childhood educational institutions developed by them, which include: Chunmiao Kindergarten in Nanshan District, Shenzhen, Foreign Language School attached to Zhongda in Dongguan, Huizhou Foreign Language School, Kindergarten of Huizhou Foreign Language School, Foreign Language School attached to Sun Yat-Sen University in Nanhai District, Foshan, Kindergarten of Four Seasons Flower City Foreign Language School attached to Sun Yat-Sen University in Nanhai District, Foshan, Foreign Language Kindergarten (No. 2 Kindergarten) attached to Zhongda in Nanhai District, Foshan, Lanshan Foreign Language Experimental Primary School attached to Zhongda in Baiyun District, Guangzhou, Lanshan Foreign Language Experimental Kindergarten attached to Zhongda in Baiyun District, Guangzhou, (Vanke City) Foreign Language Kindergarten attached to Zhongda in Luogang District, Guangzhou (collectively referred to as the “Education...
Validly Existing. Each member of the DuluxGroup Group is a validly existing corporation registered under the laws of its place of incorporation.
Validly Existing. Nippon Paint is a validly existing corporation registered under the laws of its place of incorporation.
Validly Existing. Vicwest is a validly existing corporation registered under the laws of its place of incorporation.
