Corporate Power and Qualification. (i) it is duly incorporated and organized and validly subsisting under the laws of its jurisdiction of incorporation;
Corporate Power and Qualification. (a) The Company is a private company limited by shares duly organized, validly existing under the laws of the British Virgin Islands and has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as presently conducted. The Company is duly qualified to transact business and is in good standing as a foreign company in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except for those jurisdictions where the failure to be so qualified and in good standing would not individually or in the aggregate have a Gxxxx Xxxxxxxx Adverse Effect. None of the activities, agreements, commitments, obligations or rights of the Company is ultra vxxxx, unauthorized or in violation of its Charter Documents or any applicable Laws. The Company has not given any powers of attorney in force, and there are no outstanding authorities, express or implied by which any Person may enter into any contract or commitment to do anything outside the ordinary course of business on its behalf.
Corporate Power and Qualification. The Company is a private company limited by shares duly organized, validly existing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as presently conducted. The Company is duly qualified to transact business and is in good standing as a foreign company in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except for those jurisdictions where the failure to be so qualified and in good standing would not individually or in the aggregate have a Xxxxx Xxxxxxxx Adverse Effect. None of the activities, agreements, commitments, obligations or rights of the Company is ultra xxxxx, unauthorized or in violation of its Charter Documents or any applicable Laws. The Company has not given any powers of attorney in force, and there are no outstanding authorities, express or implied by which any Person may enter into any contract or commitment to do anything outside the ordinary course of business on its behalf.
Corporate Power and Qualification. (a) The Target Company is a private company limited by shares duly organized, validly existing under the laws of the British Virgin Islands and has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as presently conducted. The Target Company is duly qualified to transact business and is in good standing as a foreign company in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except for those jurisdictions where the failure to be so qualified and in good standing would not individually or in the aggregate have a Target Gxxxx Xxxxxxxx Adverse Effect. None of the activities, agreements, commitments, obligations or rights of the Target Company is ultra vxxxx, unauthorized or in violation of its Charter Documents or any applicable Laws. The Target Company has not given any powers of attorney in force, and there are no outstanding authorities, express or implied by which any Person may enter into any contract or commitment to do anything outside the ordinary course of business on its behalf.
Corporate Power and Qualification. The Company represents that: It is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as presently conducted. Each Subsidiary of the Company is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized and has full power and authority to own the assets owned by it and conduct its business as and where it is being conducted by it. Each Group Company is duly qualified to transact business and is in good standing as a foreign company in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification. None of the activities, Contracts, commitments, obligations or rights of the Company is ultra xxxxx, unauthorized or in violation of its Charter Documents or any applicable Laws. No Group Company is in violation of its Charter Documents, shareholders agreements, as appropriate, or equivalent constitutive documents as in effect. The Company has not given any powers of attorney in force, and there are no outstanding authorities, express or implied by which any Person may enter into any Contract or commitment to do anything outside the Ordinary Course of Business on its behalf. The copies of the Charter Documents of each Group Company which have heretofore been delivered to the Purchaser are true, complete and correct copies of the Charter Documents of such Group Company, as amended through and in effect on the date hereof. The minute books and records of the proceedings of each Group Company, copies of which have been delivered to the Purchaser, are true, correct and complete in all material respects.
Corporate Power and Qualification. The Seller (i) is duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Massachusetts; (ii) has full corporate power to own, operate, lease and dispose of all or any portion of the Transferred Assets and to conduct the Business, as presently conducted by it; and (iii) is duly licensed, registered or qualified and authorized to conduct business in each jurisdiction in which it owns or leases Property or conducts the Business, to the extent required to enable the Business to be conducted as now conducted, and all such licenses, registrations, qualifications and Authorizations are valid and subsisting and in good standing. Schedule 4.1(a) attached hereto contains true and correct copies of the certificate of incorporation (including all amendments thereto through the date hereof) and the bylaws, each as in effect on the date hereof, of the Seller.
Corporate Power and Qualification. CPLC: (i) is duly incorporated, validly existing and in good standing under the laws of the state of Delaware and (ii) as of the Closing, will have the full corporate power to own, operate, lease and dispose of the Transferred Assets and to carry on the Business. As of the Closing, CPLC will be duly licensed, registered or qualified and authorized to conduct the Business in each jurisdiction in which it will own or lease Property or carry on the Business, in each case, as of the Closing to the extent required for CPLC to own any of the Transferred Assets or to enable CPLC to operate and conduct the Business as now operated and conducted by the Seller; and all such licenses, registrations, qualifications and Authorizations will be valid and subsisting and in good standing. Schedule 4.2(a) attached hereto contains true and correct copies of the certificate of incorporation (including all amendments thereto through the date hereof) and the bylaws, each as in effect on the date hereof, of CPLC.
Corporate Power and Qualification. The Company is a private company duly organized, validly existing under the laws of China and has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as presently conducted. None of the activities, agreements, commitments, obligations or rights of the Company is ultra xxxxx, unauthorized or in violation of its Charter Documents or any applicable Laws of China.
Corporate Power and Qualification. The Company has full corporate power and authority to conduct its business as currently conducted. The Company is duly qualified to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not reasonably be expected to have a Material Adverse Effect on the Company.
Corporate Power and Qualification. The Purchaser is a private company limited by shares duly organized, validly existing under the laws of Hong Kong and has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as presently conducted.
