Authority and Title. Seller is a publicly traded corporation duly incorporated under the laws of Nevada and is duly organized, validly subsisting and in good standing under such laws. Seller has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by it as contemplated by this Agreement and to carry out its obligations under this Agreement and such other agreements and instruments. The execution and delivery of this Agreement and such other agreements and instruments and the completion of the transactions contemplated by this Agreement and such other agreements and instruments have been duly authorized by all necessary actions on the part of Seller. Seller has the full power and authority and is qualified to own and dispose of the Assets to Buyer. No act or proceeding has been taken by or against Seller in connection with the liquidation, winding up, bankruptcy or reorganization of Seller. Seller is the sole owner of and has good and marketable world-wide title to all the Assets, free and clear of any and all liens. Seller has full and complete right to use the Assets and to transfer the Assets as contemplated hereunder. The execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated hereunder will not conflict with any contracts or agreements to which Seller is a party or by which it is bound.
Authority and Title. Landlord represents and warrants that Landlord is the owner of the Leased Premises and has the right to make this lease.
Authority and Title. Seller represents that at the time of Closing it shall be the record owner of the Premises in fee simple and shall have obtained and shall possess all municipal right, authority, power and capacity to enter into, execute and perform the obligations under this Agreement. This Agreement shall have been fully authorized by all required municipal procedures and duly executed by the incumbent and authorized First Selectman of Seller, and shall be enforceable against Seller in accordance with its terms.
Authority and Title. The execution, delivery and performance of this Agreement and the transactions herein contemplated, have been duly authorized and approved by the Stockholders and the Board of Directors of Seller. Seller is the sole owner of the Assets with full right to sell the Assets to Buyer as provided herein. The Assets shall be transferred free and clear of all liens and encumbrances, except for lien of taxes not yet due and payable and liens securing Assumed Liabilities. Stockholders and Board of Directors resolutions approving the sale by Seller are attached hereto as Exhibit D.
Authority and Title. Lessor represents and warrants that Lessor is the owner of the Leased Premises and has the right to make this lease.
Authority and Title. Allixxx xxxresents and warrants that he owns, or has full authority to license to BAC, the subject matter of the Exclusive License and the subject matter of the Non-exclusive License, as described in Section 3. During the term of this Agreement, Allixxx xxxll not at any time do or cause to be done, or fail to do, any act or thing that will in any way impair his ownership, or authority to license to BAC, such subject matter. Allixxx xxxther represents and warrants that he has full authority to enter into this Agreement and that this Agreement does not infringe upon any proprietary, patent, copyright, trademark, or servicemark rights of any third party. Allixxx shall indemnify and hold harmless BAC from and against any claims or damages asserted against BAC by any third party in connection with any untrue representation or warranty described in this Section 8; moreover, Allixxx xxxll reimburse BAC for all expenses incurred or paid by BAC that are directly or indirectly related to such claims or damages, including but not limited to, reasonable attorney fees, court costs, incidental damages, and consequential damages. For the purposes of this Agreement, a third party is any individual or entity other than the parties.
Authority and Title. Xxxxxx and Xxxxxx and each of them warrant ------------------- that they are the true owners of the shares of Cape to be conveyed hereby, and that collectively their shares represent one hundred (100%) percent of the issued and outstanding shares of Cape, that said shares of Cape are unencumbered and free from any and every claim of others, and that Cape is duly organized, constituted and in good standing under the laws of the State of California.
Authority and Title. Lessor represents and warrants that Lessor is the owner of the Leased Premises and has the right to make this Lease. ln addition, the Lessor warrants that the Leased Premises is now free from all encumbrances except mortgage restrictions, easements, rights or matters of record and that Lessor is not in default of any mortgage or other superior interest in the Leased Premises, the Building or the land upon which they sit.
Authority and Title. (a) Due Execution. This Agreement has been duly executed and delivered by the Seller.
Authority and Title. 9 Section 3.2
