Capacity of Members. Each Member represents and warrants to the other Member as follows:
(a) such Member is a corporation duly incorporated and in good standing under the laws of the jurisdiction of its incorporation and is qualified to do business and is in good standing in those jurisdictions where necessary in order to carry out the purposes of this Agreement;
(b) the execution, delivery and performance by it of this Agreement and all transactions contemplated herein are within its corporate powers and have been duly authorized by all necessary corporate actions;
(c) this Agreement constitutes its valid and binding obligation, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general principles of equity; and
(d) the execution, delivery and performance by it of this Agreement will not conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of (i) any applicable law, regulation, order, writ, injunction or decree of any court or governmental authority, (ii) its articles or certificate of incorporation or bylaws, or (iii) any agreement or arrangement to which it or any of its Affiliates is a party or which is binding upon it or any of its Affiliates or any of its or their assets.
Capacity of Members. 17 4.2 Litigation................................................18 4.3 Compliance with Laws; No Defaults.........................18 4.4
Capacity of Members. As of the date hereof, each of the Members represents and warrants to the other as follows, and each Member acknowledges that the other is relying upon such representations and warranties in connection with the entering into of this Agreement:
(a) it is a corporation validly existing under the laws of its jurisdiction of incorporation;
(b) the entering into of this Agreement and the completion of the transactions contemplated hereby will not result in a violation of any of the terms and provisions of any Legal Requirements applicable to it or any of its constating documents;
(c) this Agreement has been (i) duly authorized by all necessary corporate action on the part of it, and (ii) duly executed and delivered by it and is valid and legally binding on it in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in proceedings in equity or at law);
(d) to the best of its knowledge after reasonable enquiry, it has obtained all consents, approvals or authorizations required by any Governmental Authority or other Person in connection with the execution and performance of this Agreement;
(e) it owns its Membership Interests free of any Encumbrances;
(f) it has incurred no obligation or liability, contingent or otherwise, for brokers or finders fees or the like that will in any way become an obligation of, or result in a valid claim against, the other Member with respect to the matters provided for in this Agreement; and
(g) except for the rights set out in this Agreement in favour of the other Member and the Company, no Person has any agreement or option, or any right or privilege capable of becoming an agreement or option, to purchase or otherwise acquire any of the Membership Interests owned by it.
Capacity of Members. Each Member shall hold the capacity and power to contract, xxx, and be sued under California law.
Capacity of Members. Each of the Members represents and warrants as follows:
10.1.1 That it is a corporation duly incorporated and in good standing in its state of incorporation and that it is qualified to do business and is in good standing in Argentina;
10.1.2 That it has the capacity to enter into and perform this Agreement and all transactions contemplated in this Agreement and that all corporate and other actions required to authorize it to enter into and perform this Agreement have been properly taken;
10.1.3 That it will not breach any other agreement or arrangement by entering into or performing this Agreement and that this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms;
10.1.4 That it has not engaged or employed any broker or finder in connection with the negotiation, execution or delivery of this Agreement; and
10.1.5 That it has not made any assignment for the benefit of creditors, filed any petition in bankruptcy, been adjudicated insolvent or bankrupt, petitioned or applied to any tribunal for any receiver, conservator or trustee of it under any reorganization arrangement, readjustment of debt, conservation, dissolution or liquidation law or statute of any jurisdiction, and no such action or proceeding has been commenced against it by any creditor, claimant, governmental agency, or other person.
Capacity of Members. 22 2.15 U.S. Tax Provisions. ...................................................................................................... 23
Capacity of Members. As of the Effective Date, each Member represents and warrants to the other Member as follows:
(a) it is a corporation duly incorporated and in good standing under the law of its place of incorporation and is qualified to do business and lawfully authorized to hold mineral rights in the State of Alaska and is in good standing in those jurisdictions where such qualification is necessary in order to carry out the purposes of this Agreement;
(b) it has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all corporate and other actions required to authorize it to enter into and perform its obligations under this Agreement have been properly taken;
(c) it will not breach any other agreement or arrangement by entering into or performing this Agreement; and
(d) this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms.
Capacity of Members. As of the Effective Date, each of the Members represents and warrants as follows:
Capacity of Members. As of the Effective Date, each of the Members represents and warrants as follows:
(a) it is duly organized and in good standing in its state of formation and is qualified to do business and is in good standing in those states where necessary in order to carry out the purposes of this Agreement;
(b) it has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all actions required to authorize it to enter into and perform this Agreement have been properly taken;
(c) it will not breach any other agreement or arrangement by entering into or performing this Agreement; and
(d) this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms, enforceable against it in accordance with its terms, except as such enforceability may be affected by applicable bankruptcy, reorganization, insolvency, moratorium, or similar Laws affecting creditors’ rights generally, or by general principles of equity.
Capacity of Members. As of the Effective Date, each of the Members represents and warrants as follows:
(a) it is a corporation duly incorporated and in good standing in its state of incorporation and is qualified to do business and is in good standing in those states where necessary in order to carry out the purposes of this Agreement;
(b) it has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all corporate and other actions required to authorize it to enter into and perform this Agreement have been properly taken;
(c) it will not breach any other agreement or arrangement by entering into or performing this Agreement; and
(d) this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms.
