Incorporation and Qualification of the Company. The Company is ---------------------------------------------- a corporation duly incorporated, validly existing and in good standing under the laws of the State of New York, and has all corporate power and authority, together with all material governmental licenses, authorizations, consents and approvals, required to own, operate or lease the properties and assets now owned, operated or leased by the Company and to carry on its business. The Company is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary. All jurisdictions in which the Company is qualified as a foreign corporation are set forth on Schedule 2.1 attached. ------------
Incorporation and Qualification of the Company. The Company is a company incorporated and existing under the laws of the State of Colorado and has the corporate power and capacity to own, lease, use and operate its property, carry on the Business as now being conducted by it and enter into and perform its obligations under this Agreement and each of the Closing Documents to which it is or is to become a party. The Company is registered, licensed or otherwise qualified to carry on the Business and is in good standing in the jurisdictions listed in Schedule 3.3.1, which are all of the jurisdictions in which the nature of the Business or the property or assets owned or leased by the Company makes that qualification necessary or where the Company owns or leases any material properties or assets or conducts any material business, except where such failure to qualify would not reasonably be expect to result in a Material Adverse Effect to the Company.
Incorporation and Qualification of the Company. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the corporate power and authority to conduct the Business as conducted on the date hereof and to own, operate or lease its assets. The Company is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except for where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect.
Incorporation and Qualification of the Company. The ---------------------------------------------- Company is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has the necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by the Company and to carry on the Business now being conducted by the Company. The Seller has delivered to the Purchaser true and complete copies of the Charter and By-laws of the Company as in effect on the date hereof. The Company is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except for such failures which, individually or in the aggregate, would not have a Material Adverse Effect. The Company is licensed or authorized to write reinsurance or insurance in each of the jurisdictions listed in Section 3.02 of the Disclosure Schedule. True and correct copies of the licenses issued by each such jurisdiction have been provided to the Purchaser.
Incorporation and Qualification of the Company. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Kentucky and has the corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by the Company and to carry on the Business as it is now being conducted by the Company. The Company is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except for such failures which, when taken together with all other such failures, would not have a Material Adverse Effect.
Incorporation and Qualification of the Company. ATI Singapore is a corporation or other organization duly incorporated or organized, validly existing and, to the extent legally applicable, in good standing under the Laws of its jurisdiction of incorporation or organization and has the requisite power and authority to operate its business as now conducted. ATI Singapore is duly qualified as a foreign corporation or other organization to do business and, to the extent legally applicable, is in good standing in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification necessary, except for jurisdictions where the failure to be so qualified or in good standing has not had or would not reasonably be expected to have a Material Adverse Effect. The execution and delivery by ATI Singapore of this Agreement and the Transaction Agreements to which it is a party and the consummation by ATI Singapore of the transactions contemplated by, and the performance by ATI Singapore of its obligations under, this Agreement and the Transaction Agreements have been duly authorized by all requisite action on the part of the ATI Singapore. This Agreement has been, and upon execution and delivery the other Transaction Agreements to which it is a party will be, duly executed and delivered by the ATI Singapore, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon execution and delivery, the other Transaction Agreements will constitute, legal, valid and binding obligations of the ATI Singapore, enforceable against the ATI Singapore in accordance with their terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Incorporation and Qualification of the Company. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland. The Company has all necessary corporate power and authority to own, operate or lease the Assets now owned, operated or leased by it, and to carry on the Business as it is now being conducted by it. The Company is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of properties owned, operated or leased by it or the nature of its activities makes such qualification necessary, except for such failures to be so qualified or in good standing which, when taken together with all other such failures, would not result in a Material Adverse Effect.
Incorporation and Qualification of the Company. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Bermuda and has the requisite power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on that portion of the Business as currently conducted by the Company in all material respects. The Company is duly qualified as a foreign corporation to do business, and is in good standing in Gabon. True, correct and complete originals or copies of the Company's charter and organizational documents, bylaws, minute books, stock register books and other corporate books and records (containing all amendments, corrections or modifications thereof) have been made available to Purchaser. For the period of time in which Seller has owned the Shares, and to Seller's Knowledge, prior to such time as Seller acquired the Shares, the minute books of the Company reflect all material action taken by the Company's board of directors and stockholders in their capacities as such.
Incorporation and Qualification of the Company. The Company is a company incorporated and existing under the laws of its jurisdiction of incorporation and has the corporate power and capacity to own, lease, use and operate its property, carry on its business as now being conducted by it and enter into and perform its obligations under this Agreement. The Company is registered, licensed or otherwise qualified to carry on the business as now being conducted and is in good standing in the jurisdictions in which the nature of the business or the property or assets owned or leased by the Company makes that qualification necessary or where the Company owns or leases any material properties or assets or conducts any material business, except where such failure to qualify would not reasonably be expect to result in a Material Adverse Effect to the Company.
Incorporation and Qualification of the Company. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and has all corporate power and authority, together with all material governmental licenses, authorizations, consents and approvals, required to own, operate or lease the properties and assets now owned, operated or leased by the Company and to carry on its business. The Company is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary and where the failure to qualify would have a Material Adverse Effect upon the Company. All jurisdictions in which the Company is qualified as a foreign corporation are set forth in Section 2.2 of the Disclosure Schedule. For purposes of this Agreement, "Material Adverse Effect" means a material adverse effect on the condition (financial or otherwise), business, assets, results of operations or prospects of the Company and its Subsidiary (as hereinbelow defined) taken as a whole, excluding any such effect in the amount of $25,000 or less and any effect resulting from (x) the consummation of the transactions set forth herein, or (y) any matter disclosed in this Agreement.
