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. 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. Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Parxxx xxd Merxxx Xxb of this Agreement and the performance of their obligations hereunder have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub, and no other action of Parent's or Merger Sub's Board of Directors or corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and constitutes, assuming due authorization, execution and delivery of this Agreement by the Company, a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors rights generally, and general equitable principles (whether considered in a proceeding in equity or at law).
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.
(b) Each of Parent and Merger Subsidiary has the requisite power and authority to execute and deliver this Agreement and the other agreements contemplated hereby to which it is a party, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the other agreements contemplated hereby to which it is a party, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by Board of Directors of Merger Subsidiary and by Parent as the sole Stockholder of Merger Subsidiary, and no other proceedings on the part of Parent or Merger Subsidiary are necessary to authorize the execution, delivery and performance of this Agreement or the other agreements contemplated hereby to which each is a party, as applicable, or to consummate the transactions contemplated hereby and thereby. No vote of the holders of any class or series of Parent’s capital stock or other securities is necessary for the consummation by Parent of the transactions contemplated in this Agreement or the other agreements contemplated hereby to which it is a party. Parent has taken all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery to the Company Stockholders upon consummation of the Merger.
(c) This Agreement has been duly and validly executed and delivered by each of Parent and Merger Subsidiary and constitutes, assuming due authorization, execution and delivery of this Agreement by the Company, a legal, valid and binding obl...
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.
(b) Seller has all necessary power and authority to enter into and to perform its obligations under this Agreement and all Ancillary Agreements to which Seller is a party, and the execution, delivery and performance by Seller of this Agreement and each of the Ancillary Agreements have been duly authorized by all necessary corporate action. This Agreement and all Ancillary Agreements to which Seller is a party constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
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. (a) Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.
(b) Seller has all necessary power and authority to enter into and to perform its obligations under this Agreement, and the execution, delivery and performance by Seller of this Agreement have been duly authorized by all necessary corporate action. This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
Corporate Existence and Authorization. (a) Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.
(b) Purchaser has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement, and the execution, delivery and performance by Purchaser of this Agreement have been duly authorized by all necessary action on the part of Purchaser. This Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
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.
