Authority of Transferor. If Transferor is not a natural person, Transferor is duly formed or organized, validly existing and in good standing under the laws of the jurisdiction in which Transferor was formed or organized. Transferor has full right, authority, power and legal capacity to enter into this Instrument and each agreement, document and instrument to be executed and delivered by Transferor pursuant to, or as contemplated by, this Instrument and to carry out the transactions contemplated hereby and thereby. This Instrument and each agreement, document and instrument executed and delivered by Transferor pursuant to, or as contemplated by, this Instrument constitutes, or when executed and delivered will constitute, the legal, valid and binding obligations of Transferor enforceable in accordance with their respective terms. The execution, delivery and performance by Transferor of this Instrument and each such other agreement, document and instrument:
(i) does not and will not violate any laws applicable to Transferor, or require Transferor to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) that has not been obtained or made;
(ii) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of, any agreement, contract, instrument, lien, security interest, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which Transferor is a party or by which the property of Transferor is bound or affected, or result in the creation or imposition of any Lien on any of the assets of Transferor; and
(iii) in the event that Transferor is not a natural person, does not and will not violate any provision of any organization document of Transferor.
Authority of Transferor. Transferor has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents to which Transferor is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Transferor, and (assuming due authorization, execution and delivery by Transferee) this Agreement constitutes a legal, valid and binding obligation of Transferor enforceable against Transferor in accordance with its terms. When each other Transaction Document to which Transferor is or will be a party has been duly executed and delivered by Transferor (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Transferor enforceable against it in accordance with its terms.
Authority of Transferor. (i) Transferor and Tenant are duly ----------------------- formed, validly existing and in good standing under the laws of the State of Nevada; (ii) the persons executing Transferor's Closing Documents are duly appointed and authorized by Transferor, Tenant or Guarantor, as applicable, to execute such documents, (iii) Transferor's Closing Documents will, when delivered, have been duly authorized, executed and delivered by Transferor, Tenant or Guarantor, as applicable, and will constitute legal, valid and binding obligations of Transferor, Tenant or Guarantor, as applicable, enforceable against such party in accordance with their terms, (iv) Transferor, Tenant or Guarantor each has full power and authority to execute, deliver and perform its obligations under Transferor's Closing Documents and to carry on its business as presently conducted, (v) Transferor, Tenant or Guarantor has obtained all necessary permits, licenses, entitlements and/or approvals and has made all required filings with, and notifications to, all third parties and governmental or regulatory authorities required to comply with the provisions of Transferor's Closing Documents, including all necessary corporate action, (vi) to the knowledge of Transferor or Tenant, Transferee is not required to obtain any permits, licenses, entitlements and/or approvals in order to own the Property for the purpose of leasing the Property to Tenant or complying with the provisions of Transferor's Closing Documents, and (vii) the execution, delivery and performance of Transferor's Closing Documents do not violate any provisions or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) of any agreement or document to which any party thereto is a party or by which any party thereto is bound, or of any order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over any party thereto.
Authority of Transferor. The Transferor has the requisite corporate power and capacity to execute, deliver and perform its obligations hereunder. It has duly authorized the execution, delivery and performance of this Agreement and no other corporate proceedings on its part are necessary to authorize the execution, delivery and performance of this Agreement by it.
Authority of Transferor. Transferor has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Transferor is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Transferor of this Agreement and any other Transaction Document to which Transferor is a party, the performance by Transferor of its obligations hereunder and thereunder and the consummation by Transferor of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Transferor. This Agreement has been duly executed and delivered by Transferor, and (assuming due authorization, execution and delivery by Acquiror) this Agreement constitutes a legal, valid and binding obligation of Transferor, enforceable against Transferor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which Transferor is or will be a party has been duly executed and delivered by Transferor (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Transferor enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
