XXXX'X STATUS. The Subscriber and XXXX are independent contractors without authority to bind the other by contract or otherwise, and nothing in this Participation Agreement is intended to or will be taken to constitute an employer/employee relationship, agency arrangement, partnership or joint venture between the Subscriber and XXXX or any of XXXX'x personnel.
XXXX'X STATUS. Xxxx shall at all times (i) remain a publicly traded company listed on the New York Stock Exchange, and (ii) maintain its status as a self-directed and self-administered real estate investment trust under the Internal Revenue Code.
XXXX'X STATUS. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer.
XXXX'X STATUS. (a) Borrower is a corporation, duly organized and existing and in good standing under the laws of Delaware, and is qualified or licensed to do business (and is in good standing as a foreign corporation, if applicable) in all jurisdictions in which such qualification or licensing is required or in which the failure to so qualify or to be so licensed could have a material adverse effect on Borrower; and (b) no member of the Borrowing Group (as defined below) is a Sanctioned Target (as defined below) of economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes or restrictions and anti-terrorism laws imposed, administered or enforced from time to time by the United States of America, the United Nations Security Council, the European Union, the United Kingdom, any other governmental authority with jurisdiction over Borrower or any member of the Borrowing Group (collectively, “Sanctions”). As used herein, “Borrowing Group” means: (i) Borrower, (ii) any direct or indirect parent of Borrower, (iii) any affiliate or subsidiary of Borrower, (iv) any Third Party Obligor (as defined below), and (v) any officer, director or agent acting on behalf of any of the parties referred to in items (i) through and including (iv) with respect to the obligations hereunder, this Agreement or any of the other Loan Documents. “Sanctioned Target” means any target of Sanctions, including (i) persons on any list of targets identified or designated pursuant to any Sanctions, (ii) persons, countries, or territories that are the target of any territorial or country-based Sanctions program, (iii) persons that are a target of Sanctions due to their ownership or control by any Sanctioned Target(s), or (iv) persons otherwise a target of Sanctions, including vessels and aircraft, that are designated under any Sanctions program.
XXXX'X STATUS. In accordance with the Trade Union and Labour Relations (Consolidation) Xxx 0000, part IV, Chapter I, Paragraph 179, the parties agree that the following aspects of this agreement are intended to be legally enforceable parts of the contract between the Company and its Employees:
XXXX'X STATUS. The borrower and each guarantor are corporate legal persons legally established and validly existing in accordance with the laws and regulations of their place of registration.
XXXX'X STATUS. Borrower and each of its Subsidiaries, and each Subsidiary of a Subsidiary, is a corporation, partnership or limited liability company, duly organized and existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation, and is qualified or licensed to do business (and is in good standing as a foreign entity, if applicable) in all jurisdictions in which such qualification or licensing is required or in which the failure to so qualify or to be so licensed would have a Material Adverse Effect. All of the Subsidiaries of Borrower in existence as of the Closing Date are listed on Schedule 5.1 hereto.
XXXX'X STATUS. All first-tier Subsidiaries of the Company will be formed and remain corporations for U.S. tax purposes or the Managers shall cause such Subsidiaries to be classified and treated as corporations for U.S. tax purposes, in each case from their inception and for all times thereafter.
XXXX'X STATUS. Borrower is a corporation, organized and existing and in good standing under the laws of the State of Delaware, and is qualified or licensed to do business (and is in good standing as a foreign corporation, if applicable) in all jurisdictions in which such qualification or licensing is required or in which the failure to so qualify or to be so licensed could have a material adverse effect on Borrower. Borrower has represented, and Lender does hereby approve, the reincorporation of Borrower as a corporation under the laws of the State of Washington upon satisfaction of the following conditions: (a) notice of the intended reincorporation; (b) receipt, review and approval of an assignment and assumption agreement whereby the new legal entity assumes all of the obligations of Borrower under the Loan Documents, as determined in the discretion of Borrower; and (c) if requested by Lender, an opinion of counsel to Borrower, as reincorporated, as to the continuing enforceability of the Loan Document obligations.
XXXX'X STATUS. Xxxxx will remain a direct, wholly-owned Subsidiary of the Parent (except as to one share, which will be owned by Antargaz) and shall not carry on any business or hold any assets other than the holding of the Intra-Group Bonds and the carrying out of obligations under the High Yield Documents and Intra-Group Bond Documents to which it is a party (subject in each case to the provisions of the Senior Finance Documents).
