Due Formation, Valid Existence and Good Standing; Power to Perform Obligations. The Company is duly formed, validly existing and in good standing under the Canada Business Corporations Act, with full power and authority to conduct its business as it is currently being conducted and to own its assets. The Company has full power and authority to consummate the Exchange and to enter into this Exchange Agreement and perform all of its obligations hereunder.
Due Formation, Valid Existence and Good Standing; Power to Perform Obligations. The Company is duly formed, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to conduct its business as it is currently being conducted and to own its assets. The Company has full power and authority to consummate the Exchange and to enter into this Exchange Agreement and perform all of its obligations hereunder.
Due Formation, Valid Existence and Good Standing; Power to Perform Obligations. The Company and each of its subsidiaries (a) is a partnership, limited partnership, limited liability company, corporation, company or other entity duly organized, validly existing and in good standing (or, if applicable in a jurisdiction outside of the United States of America and Canada, enjoys the equivalent status under the laws of any jurisdiction of organization outside the United States of America and Canada) under the laws of the jurisdiction of its organization, (b) has full power and authority to conduct its business as it is currently being conducted and to own its assets, and (c) is qualified to do business in each jurisdiction where such qualification is required, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders’ equity, results of operations, assets, liabilities (contingent or otherwise), affairs, operations, prospects, capital or control of the Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under this Redemption Agreement (a “Material Adverse Effect”). The Company has full power and authority to consummate the Redemption and to enter into this Redemption Agreement and perform all of its obligations hereunder.
Due Formation, Valid Existence and Good Standing; Power to Perform Obligations. The Company is duly formed, validly existing and in good standing under the laws of the State of Florida, with full power and authority to conduct its business as it is currently being conducted and to own its assets and with qualification to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification. Each Guarantor is duly formed, validly existing and in good standing under the laws of the jurisdiction of its organization, with full power and authority to conduct its business as it is currently being conducted and to own its assets and with qualification to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification. Each of the Company and the Guarantors has full power and authority to consummate the Exchange and to executed and deliver, and perform its obligations under, this Agreement, the New Notes Indenture and the New Notes.
