Authorisations and Binding Obligations. (a) Each Obligor is duly incorporated and validly existing as a company with limited liability under the laws of its jurisdiction of incorporation. Except the Borrower, no Obligor’s shares are publicly traded.
Authorisations and Binding Obligations. (a) It is duly incorporated and validly existing as a public listed company with limited liability under the laws of Germany.
Authorisations and Binding Obligations. (a) It is duly incorporated and validly existing as a company with limited liability under the laws of France. (b) It has the power to carry on its business as it is now being conducted and to own its property and other assets, and to execute, deliver and perform its obligations under the Finance Documents. (c) It has obtained all necessary Authorisations in connection with the execution, delivery and performance of the Finance Documents and in order to lawfully comply with its obligations thereunder, and in respect of the Investment, and all such Authorisations are in full force and effect and admissible in evidence. (d) The execution and delivery of, the performance of its obligations under and compliance with the provisions of the Finance Documents do not and will not contravene or conflict with: (i) any applicable law, statute, rule or regulation, or any judgement, decree or permit to which it is subject; (ii) any agreement or other instrument binding upon it which might reasonably be expected to have a material adverse effect on its ability to perform its obligations under the Finance Documents; or (iii) any provision of its constitutional documents. (e) The obligations expressed to be assumed by each Obligor in each Finance Document to which it is a party are legal, valid, binding and enforceable obligations. 2. No default or other adverse event (a) There has been no Material Adverse Change since 20 July 2018. (Non-repeating) (b) No event or circumstance which constitutes an Event of Default has occurred and is continuing unremedied or unwaived. 3. No proceedings (a) No litigation, arbitration, administrative proceedings or investigation is current or to its knowledge is threatened or pending before any court, arbitral body or agency which has resulted or if adversely determined is reasonably likely to result in a Material Adverse Change, nor is there subsisting against it or any of its subsidiaries any unsatisfied judgement or award. (b) To the best of its knowledge and belief (having made due and careful enquiry) no material Environmental Claim has been commenced or is threatened against it. (Non-repeating) (c) As at the date of this Contract, the Borrower has not taken any action to commence proceedings for, nor have any other steps been taken or legal proceedings commenced or, so far as the Borrower is aware, threatened against it for its insolvency, winding up or dissolution, or for the Borrower to enter into any arrangement or compositions for ...
Authorisations and Binding Obligations. (a) Each Obligor is duly incorporated and validly existing as a stock corporation (in case of the Borrower) or a corporation (in case of the Original Guarantor) under the laws of its jurisdiction of incorporation.
Authorisations and Binding Obligations. (a) The Borrower is duly incorporated and validly existing as a public company with limited liability under the laws of its jurisdiction of incorporation. Each other Obligor is duly incorporated and validly existing as a private company with limited liability under the laws of its jurisdiction of incorporation.
Authorisations and Binding Obligations. (a) It is duly incorporated and validly existing as a company with limited liability under the laws of France.
Authorisations and Binding Obligations. (i) Its place of incorporation or establishment is not (a) a jurisdiction classified by any Lead Organisation as being weakly regulated and/or weakly supervised and/or non-transparent and/or uncooperative or any equivalent classification used by any Lead Organisation, in connection with activities such as money laundering, financing of terrorism, tax fraud and tax evasion or harmful tax practices, and/or (b) a jurisdiction that is blacklisted by any Lead Organisation in connection with such activities.1 1 Relevant jurisdictions may be identified on the basis of lists of Lead Organisations, as such lists are updated, amended or supplemented from time to time, including: jurisdictions with strategic deficiencies in the area of AML-CFT as identified by FATF (xxxx://xxx.xxxx-xxxx.xxx/countries/#high-risk); jurisdictions listed “partially compliant”, “provisionally partially compliant” or “non-compliant” in the OECD Global Forum progress reports/ Global Forum rating (xxxx://xxx.xxxx.xxx/tax/transparency/GFratings.pdf; xxxx://xxx.xxxx.xxx/tax/transparency/exchange-of-information-on-request/ratings/); jurisdictions identified in EU delegated regulation 2016/1675 of 14.7.2016 supplementing Directive (EU) 2015/849 as high-risk third countries with strategic deficiencies (xxxx://xxx-xxx.xxxxxx.xx/legal-content/EN/TXT/?uri=CELEX%3A32016R1675); and jurisdictions included in the EU list of non-cooperative jurisdictions for tax purposes (xxxxx://xx.xxxxxx.xx/taxation_customs/tax-common-eu-list_en).
Authorisations and Binding Obligations. (a) Each Obligor is duly incorporated and validly existing as a company with limited liability under the laws of its jurisdiction of incorporation.
Authorisations and Binding Obligations. (i) It is duly incorporated and validly existing as a corporation under the laws of its jurisdiction of incorporation.
Authorisations and Binding Obligations. (i) It is not a “company in violation” (“hevrah meferah”) as defined in Section 362A of the Israeli Companies Law, 1999 and it has not received any warning that it will be registered as such.
