Corporate Authority and Authorization. Borrower has all requisite corporate, power, authority and legal right to execute and deliver and perform its obligations under this Note and all of Borrower's obligations described herein have been duly and validly authorized by all necessary corporate proceedings on the part of Borrower.
Corporate Authority and Authorization. NHancement has the corporate right and authority to issue and deliver the securities required to be issued hereunder to Eastern; and such shares when delivered at or after the Closing will be fully paid and nonassessable. All corporate action on the part of NHancement, its officers, directors and Shareholder necessary for the authorization, execution, delivery and performance of this Agreement by NHancement and the performance of all of NHancement's obligations hereunder has been taken. This Agreement constitutes a valid and binding obligation of NHancement, and enforceable against NHancement in accordance with its terms, except of the indemnification provisions of Section 14.7 hereof may be limited by principals of public policy and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.
Corporate Authority and Authorization. Trimark has all requisite, corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of Trimark, its officers, directors and Shareholder necessary for the authorization, execution, delivery and performance of this Agreement by Trimark and the performance of all of Trimark's obligations hereunder has been taken. As set forth in Section 1.6 above, all of the holders of Trimark Capital Stock have consented to and approved the Merger and no holders of any shares of Trimark Capital Stock are entitled to appraisal or dissenters' rights. This Agreement constitutes a valid and binding obligation of Trimark and the Shareholders, enforceable against Trimark and the Shareholders in accordance with its terms, except as the indemnification provisions of Section 7.7 hereof may be limited by principles of public policy and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.
Corporate Authority and Authorization. ZiaSun has the corporate power and authority to issue and deliver the ZiaSun Common Stock required to be issued hereunder to Internet Services; and such shares when delivered at or after the Closing will be fully paid and nonassessable. All corporate action on the part of ZiaSun necessary for the authorization, execution, delivery and performance of this Agreement by ZiaSun and the performance of all of ZiaSun's obligations hereunder has been taken. This Agreement constitutes a valid and binding obligation of ZiaSun, and enforceable against ZiaSun in accordance with its terms, except the indemnification provisions of Section 5. hereof may be limited by principals of public policy and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.
Corporate Authority and Authorization. Each of Borrower and ------------------------------------- Guarantors has all requisite power and authority to enter into and perform this Agreement and to execute, deliver and perform its obligations under such other of the Loan Documents to which it is or is to be a party. This Agreement and the other Loan Documents have been duly authorized by all necessary corporate action by and have been (or, in the case of any of the Loan Documents except this Agreement, will be) duly executed and delivered by authorized officers of, such of Borrower and Guarantors as are or are to be parties thereto, and are (or, in the case of any of the Loan Documents except this Agreement, will be upon execution thereof) valid agreements and obligations of such of Borrower and Guarantors as are or are to be parties thereto, legally binding upon and enforceable against such of Borrower and Guarantors as are or are to be parties thereto, in accordance with their respective terms.
Corporate Authority and Authorization. The Company has taken all corporate or other actions necessary to be taken in connection with the execution and delivery of this Agreement. The Company has duly and validly authorized, executed and delivered this Agreement, which constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms.
Corporate Authority and Authorization. Eastern has the corporate right and authority to assign, convey and transfer the Assets to NHancement. All corporate action on the part of Eastern, its officers, directors and Shareholder necessary for the authorization, execution, delivery and performance of this Agreement by Eastern and the performance of all of Eastern's obligations hereunder has been taken. This Agreement constitutes a valid and binding obligation of Eastern and the Shareholder, enforceable against Eastern and the Shareholder in accordance with its terms, except as the indemnification provisions of Section 14.7 hereof may be limited by principles of public policy and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.
Corporate Authority and Authorization. The execution and delivery of this Agreement and each of the documents and instruments contemplated hereby have been duly authorized by all necessary corporate action to be taken on the part of Seller; and upon execution and delivery, this Agreement and each of such other documents and instruments will be valid and binding obligations of Seller, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors' rights generally, laws affecting the rights of creditors of financial institutions the deposits of which are insured by the Federal Deposit Insurance Corporation (FDIC) and to general principles of equity, whether considered in a proceeding at law or in equity.
Corporate Authority and Authorization. TLC has the corporate power and authority to own its property and to carry on its business as now being conducted and to make, execute, deliver and perform this Agreement. This Agreement has been duly authorized and approved by all required corporate action of TLC (including approval by its Board of Directors), and this Agreement is a valid and binding obligation of TLC enforceable against TLC in accordance with the terms of this Agreement.
Corporate Authority and Authorization. The Sellers have all power and authority to enter into this Agreement, to consummate the transactions contemplated herein, and to perform their obligations hereunder. The Sellers have taken all action as shareholder of the Company necessary to perform their obligations under this Agreement.
