Corporate Existence and Authorization. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement constitutes a valid and binding agreement of Buyer, subject to the Bankruptcy and Equity Exception.
Corporate Existence and Authorization. Borrower is a corporation, validly existing under the laws of California and has the requisite power and authority to execute, deliver, and perform the Loan Documents. The execution, delivery, and performance by Borrower of the Loan Documents have been duly authorized by all requisite corporate action by or on behalf of Borrower and will not conflict with, or result in a violation of or a default under, the Organizational Documents of Borrower.
Corporate Existence and Authorization. (a) Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.
Corporate Existence and Authorization. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Seller and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of each of Seller and Parent enforceable against each of them in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).
Corporate Existence and Authorization. The Company represents that it is a corporation duly organized and validly existing in good standing under the laws of the State of Wisconsin identified in the first paragraph of this Agreement and represents that it has obtained all authorizations necessary on its part for the due and valid execution and delivery of this Agreement and the assumption of the obligations represented hereby and thereby.
Corporate Existence and Authorization. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation. On or prior to the Closing Date, the Buyer shall have obtained the approval from its board of directors in relation to the execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereunder. On or prior to the date hereof, the Buyer shall have obtained the approval of the shareholders of Xxxx Development Group Ltd. as required under the HKLR, or, if applicable, the written approval from Xxxx Development Investment Company Limited (the controlling shareholder of Xxxx Development Group Ltd. which holds 74.99 % of voting rights of Xxxx Development Group Ltd., which in turn holds 100 % of voting rights of Xxxx Development (BVI) Holding Company Limited, which in turn holds 100 % of voting rights of the Buyer, each as at the date of this Agreement) pursuant to HKLR14.44 in lieu of holding a general meeting in relation to the execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereunder. The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement constitutes a valid and binding agreement of Buyer, subject to the Bankruptcy and Equity Exception.
Corporate Existence and Authorization. (a) Each of Parent and Merger Subsidiary is a corporation duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of incorporation, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of Parent and Merger Subsidiary is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased or held under license by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
Corporate Existence and Authorization. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the corporate power and authority of the Company and have been duly authorized by all necessary corporate action. This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
Corporate Existence and Authorization. The Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation. On or prior to the Closing Date, the Buyer shall have obtained the approval from its board of directors in relation to the execution, delivery and performance by the Buyer of this Agreement and the consummation of the transactions contemplated hereunder. The execution, delivery and performance by the Buyer of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of the Buyer and have been duly authorized by all necessary corporate action on the part of the Buyer. This Agreement constitutes a valid and binding agreement of the Buyer, subject to the Bankruptcy and Equity Exception.
Corporate Existence and Authorization. The Investor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Georgia. The execution, delivery and performance by the Investor of this Agreement and consummation of the transactions contemplated hereby are within the Investor's corporate powers and have been duly authorized by all necessary corporate actions on the part of the Investor, and no other corporate or other approval of the Investor or its shareholders is required in connection herewith. This Agreement has been duly executed and delivered by the Investor and constitutes a legal, valid and binding agreement of the Investor enforceable against it in accordance with its terms.
