Qualification, Etc. The Investor acknowledges that the Company has made available to the Investor at a reasonable time prior to the execution of this Agreement the opportunity to ask questions and receive answers concerning the terms and conditions of the sale of securities contemplated by this Agreement and to obtain any additional information (which the Company possesses or can acquire without unreasonable effort or expense) as may be necessary to verify the accuracy of information furnished to such Investor. Such Investor (a) is able to bear the loss of his entire investment in the Shares, and (b) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment to be made by it pursuant to this Agreement.
Qualification, Etc. Section 5.01(r) of the Disclosure Schedule identifies each Plan that is intended to qualify as a “qualified plan” within the meaning of Section 401(a) of the Code (each, a “Qualified Plan”). The IRS has issued a favorable determination letter with respect to each Qualified Plan and the exempt status of its related trust, which has not been 7/3393869.1 - 24 - revoked, and there are no existing circumstances nor any events that have occurred that would adversely affect the qualified or exempt status of any Qualified Plan or its related trust.
Qualification, Etc. Each Pension Plan is "qualified" within the meaning of Section 401(a) of the Code, and has been qualified during the period from the date of its adoption to the date of this Agreement, and each trust created thereunder is tax-exempt under Section 501(a) of the Code. The Company has delivered or caused to be delivered to Fiserv the latest determination letters of the Internal Revenue Service relating to each Pension Plan. Such determination letters have not been revoked. Furthermore, there are no pending proceedings or, to the knowledge of the Company, threatened proceedings in which the "qualified" status of any Pension Plan is at issue and in which revocation of the determination letter has been threatened. Each such Pension Plan has not been amended or operated, since the receipt of the most recent determination letter, in a manner that would adversely affect the "qualified" status of the Plan. No distributions have been made from any of the Pension Plans that would violate in any respect the restrictions under Treasury Regulation Section 1.401(a)(4)-5(b), and none will have been made by the Effective Time.
Qualification, Etc. Each of the Borrowers and each of its Subsidiaries is duly and legally qualified to do business as a foreign corporation or organization and is in good standing in each state or jurisdiction where such qualification is required, and is duly authorized, qualified and licensed under all laws, requirements, ordinances or orders of Governmental Authorities or otherwise to carry on its business in the places and in the manner presently conducted, except where the failure to be so qualified, authorized or licensed would not have a Material Adverse Effect.
Qualification, Etc. Each member of the REIT Group is duly and legally qualified or registered to do business as a foreign corporation, partnership or other organization and is in good standing in each state or jurisdiction where such qualification or registration is required, and is duly authorized, qualified, registered and licensed under all laws, regulations, ordinances or orders of public authorities or otherwise to carry on its business in the places and in the manner presently conducted.
Qualification, Etc. Borrower and/or Subsidiary as required: (i) is authorized to do business in all jurisdictions in which qualification is necessary, (ii) has all requisite power and authority to own its property and conduct its business as conducted and as contemplated hereunder and to enter into and perform its obligations under this Agreement and all other documents and instruments contemplated hereby, and (iii) holds all material licenses, certificates and permits from all governmental authorities necessary for the conduct of business as contemplated hereby.
Qualification, Etc. Borrower (i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is duly qualified, licensed to do business and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or licensed is reasonably likely to have a Material Adverse Effect.
