Constitution and Compliance. (i) Such Seller is duly organized and validly existing under the laws of its jurisdiction of formation, in good standing and with power and authority to carry on its business as currently conducted and as currently proposed to be conducted and to own, lease, and operate its properties. Such Seller has at all times carried on its business and affairs related to the Royalty Agreement and the Royalty Payments in all material respects in accordance with its organizational documents and all applicable laws, and has not breached or violated, and is not in breach or violation, of its organizational documents or applicable laws in a manner which may materially and adversely affect such Seller or its ability to perform its obligations under this Agreement.
(ii) Such Seller has made available to Buyer or to Buyer’s legal advisor true, accurate and complete copies of its organizational documents, as amended.
Constitution and Compliance. (i) Royalty Exchange is a corporation validly existing under the laws of the State of Delaware and is current with all filings required by any law, statute, regulation, ordinance, code, order, requirement, rule, legally enforceable policy or guideline, decision or other action, including any judicial or administrative interpretation thereof of any authority to maintain its existence. Buyer is or shall be, a duly organized and validly existing under the laws of its jurisdiction of formation, in good standing and with power and authority to carry on its business as currently conducted or as currently proposed to be conducted and to own, lease, and operate its properties.
(ii) Royalty Exchange has, and Buyer shall have, at all times carried on their respective business and affairs in all material respects in accordance with their respective organizational documents and all applicable laws, and Royalty Exchange has not, and Buyer shall not have, breached or violated, and Royalty Exchange is not, and Buyer shall not be, in breach or violation, of its organizational documents or applicable laws in a manner which may materially and adversely affect Royalty Exchange, Buyer or their respective ability to perform their respective obligations under this Agreement.
(iii) Royalty Exchange and Buyer has made available to Sellers or to Sellers’ legal advisor true, accurate and complete copies of their respective organizational documents, as amended.
Constitution and Compliance. 4.1.1. Seller is duly incorporated and validly existing under the laws of the Province of Alberta, Canada, in good standing and with power and authority to carry on its business as currently conducted and as currently proposed to be conducted and to own, lease, and operate its properties. Seller has at all times carried on its business and affairs related to the Acquired IP in all material respects in accordance with its organizational documents and all applicable Legal Requirements, and has not breached or violated, and is not in breach or violation, of its organizational documents or applicable Legal Requirements in a manner which may materially and adversely affect Seller in connection with the Acquired IP.
4.1.2. Seller has made available to the Company or to the Company’s legal advisor true, accurate and complete copies of its organizational documents, as amended, as of the date of this Agreement.
Constitution and Compliance. (a) The Company is duly incorporated and validly existing under the laws of the State of Israel, with power and authority to carry on its business as now being conducted and as proposed to be conducted. The Company has at all times carried on its business and affairs in all respects in accordance with its Organisational Documents and all applicable laws and regulations, and there is no violation or default with respect to any statute, regulation, order, decree, or judgement of any court or any governmental entity which could have a material adverse effect upon the assets or business of the Company. The Company is duly qualified to do business and in good standing in each jurisdiction in which the Company currently conducts business.
(b) The Company has delivered to the Investors true and accurate copies of the Organisational Documents of the Company and the Subsidiary as of the date of this Agreement.
(c) The Company and the Subsidiary maintain all corporate, shareholder or other records and registries required by law. True and complete copies of all such documents have been delivered to the Investors.
(d) The Company does not presently own or control, directly or indirectly, any interest in any corporation, association or other business entity other than the Subsidiary which is a wholly-owned subsidiary of the Company. The Company is not, directly or indirectly a participant in any joint venture, partnership or similar arrangement. The Subsidiary is duly incorporated, validly existing and in good standing under the State of Maryland and has all requisite corporate power and authority and it has obtained all necessary licences, authorisations and approvals to carry on its business as now conducted in each jurisdiction in which failure so to qualify would have a material adverse effect on its business or properties. There are no other share capital, pre-emptive rights, convertible securities, outstanding warrants, options or other rights to subscribe for, purchase and or acquire from the Subsidiary. The Subsidiary is not in default under any material licence, authorisation or approval mentioned in this Section 3, where applicable. The Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse on its business or properties.
Constitution and Compliance. (i) Such Seller is duly organized and validly existing under the laws of its jurisdiction of formation, in good standing and with power and authority to carry on its business as currently conducted and as currently proposed to be conducted and to own, lease, and operate its properties.
(ii) Such Seller has made available to Buyer or to Buyer’s legal advisor true, accurate and complete copies of its organizational documents, as amended.
Constitution and Compliance. (i) Buyer is a duly organized corporation validly existing under the laws of the State of Delaware and is current with all filings required by any law, statute, regulation, ordinance, code, order, requirement, rule, legally enforceable policy or guideline, decision or other action, including any judicial or administrative interpretation thereof of any authority to maintain its existence. Buyer is in good standing and with power and authority to carry on its business as currently conducted or as currently proposed to be conducted and to own, lease, and operate its properties.
(ii) Buyer has at all times carried on its business and affairs in all material respects in accordance with its organizational documents and all applicable laws, and Buyer has not breached or violated, and is not in breach or violation, of its organizational documents or applicable laws in a manner which may materially and adversely affect Buyer or its ability to perform its obligations under this Agreement.
(iii) Buyer has made available to Sellers or to Sellers’ legal advisor true, accurate and complete copies of its organizational documents, as amended.
Constitution and Compliance. 5.1.1. The Company is duly incorporated and validly existing under the laws of the State of Israel, with power and authority to carry on its business as now being conducted. The Company has at all times carried on its business and affairs in all material respects in accordance with its Organizational Documents and all applicable laws and regulations, and there is no violation or default with respect to any statute, regulation, order, decree, or judgment of any court or any Governmental Authority which could have a material adverse effect upon the assets or business of the Company. The Company is duly qualified to do business and is in good standing in each jurisdiction in which the Company currently conducts business, except in those jurisdictions where the failure to be so qualified would not have a material adverse effect upon the assets or business of the Company.
5.1.2. The Purchaser has received true and accurate copies of the Organizational Documents of the Company as of the date of this Agreement. The Company has complied with all provisions of its Organizational Documents.
5.1.3. The Company maintains all corporate, shareholder or other records and registries required by law. True and complete copies of all such documents have been delivered to the Purchaser.
5.1.4. The Company has made and filed all returns, particulars, resolutions and documents required by the Companies Law or any other legislation to be filed with the Israeli Registrar of Companies or any other Governmental Authority.
5.1.5. The Company has all requisite corporate power and authority to execute and deliver the Transaction Documents, and to carry out and perform its obligations thereunder. All corporate action on the part of the Company, its directors, and its shareholders necessary for the authorization and execution of this Agreement by the Company, and the performance of all of the Company’s obligations hereunder have been taken. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms, and each of the other Transaction Documents to which the Company is (or will be) a party, when executed by the Company, will be the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
Constitution and Compliance. (a) The Company is duly incorporated and validly existing under the laws of the State of Israel, with power and authority to carry on its business as now being conducted and as contemplated to be conducted. The Company has at all times carried on its business and affairs in all material respects in accordance with its Memorandum and Articles of Association and all applicable laws and regulations, and there is no violation or default with respect to any statute, regulation, order, decree, or judgement of any court or any governmental entity which could have a material adverse effect upon the assets or business of the Company. The Company is duly qualified to do business and in good standing in each jurisdiction in which the Company currently conducts business.
(b) The Purchaser has received true and accurate copies of the Organisational Documents of the Company and the Subsidiary as of the date of this Agreement.
(c) The Company and the Subsidiary maintain all corporate, shareholder or other records and registries required by law. True and complete copies of all such documents have been delivered to the Purchaser.
(d) The Company and the Subsidiary have made and filed all returns, particulars, resolutions and documents required by the Companies Law 1999 or any other legislation to be filed with the Registrar of Companies or any other governmental or local authority, except as disclosed in Schedule 3.1(d).
Constitution and Compliance. 4.1.1. The Company is validly existing under the laws of the State of Israel, with power and authority to carry on its business as currently conducted and as currently proposed to be conducted. The Company has at all times carried on its business and affairs in all material respects in accordance with its Organizational Documents and all applicable Laws and regulations, and there is no violation or material default with respect to any statute, regulation, Order, decree, or judgment of any court or any Governmental Authority which could have a material adverse effect upon the assets or business of the Company. The Company is duly qualified to do business and is in good standing in each jurisdiction in which the Company currently conducts business.
4.1.2. The Company has all requisite corporate power and authority to execute and deliver the Transaction Documents, and to carry out and perform its obligations thereunder. All corporate action on the part of the Company, its directors, and its shareholders necessary for the authorization and execution of this Agreement by the Company has been taken. This Agreement constitutes the valid and legally binding obligation of the Company, and, assuming due authorization, execution and delivery by the Purchaser and any other party thereto, is enforceable in accordance with its terms, subject, in each case, to (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
Constitution and Compliance. (a) The Company and each of the Subsidiaries is duly organized and validly existing under the Laws of the relevant jurisdiction of formation, with power and authority to carry on its Business as now being conducted and as contemplated to be conducted. The Company and each of the Subsidiaries has at all times carried on its Business and affairs in all material respects in accordance with their Organizational Documents and all applicable Laws and regulations, and there is no violation or default with respect to any statute, regulation, order, decree, or judgement of any court or any Governmental Authority which could reasonably be expected to have a Seller Material Adverse Effect upon the assets or Business of the Company and the Subsidiaries. The Company and each of the Subsidiaries is duly qualified to do business and in good standing in each jurisdiction in which the Company and each of the Subsidiaries currently conducts business.
(b) The Purchaser has received true and accurate copies of the Organizational Documents of the Company and the Subsidiaries as of the date of this Agreement.
(c) The Company and each of the Subsidiaries maintain all corporate, shareholder or other records and registries required by Law. Schedule 3.1(c) sets forth a list of documents of this type that Purchaser has received.
(d) To the Knowledge of Sellers, the Company and the Subsidiaries have made and filed all returns, particulars, resolutions and documents required by the relevant jurisdiction of formation companies Law or any other legislation to be filed with the relevant registrar of companies or any equivalent authority or any other Governmental Authority or local authority, except as disclosed in Schedule 3.1(d).
