Corporate Organization; Authority. IFS is a corporation duly organized, solvent, validly existing and in good standing under the laws of the State of Colorado. IFS has all necessary corporate power and authority to enter into and execute this Agreement and to consummate the transactions contemplated hereby. Upon execution, this Agreement shall be a legally enforceable, valid and binding obligation of IFS. The execution and delivery of this Agreement does not and shall not conflict with or violate the articles of incorporation or corporate bylaws of IFS.
Corporate Organization; Authority. SCB is a corporation duly organized, validly existing and in good standing under the laws of the State of California and is a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the "BHC ACT"). Southern California Bank ("SC BANK") is a California state-chartered bank duly organized, validly existing and in good standing under the laws of the State of California. SC Bank is a member of the Bank Insurance Fund of the Federal Deposit Insurance Corporation. Each of SCB and SC Bank has the power and authority, and is duly qualified in all jurisdictions where such qualification is required (except for such qualifications the absence of which, individually or in the aggregate, would not have a material adverse effect upon the business, financial condition or results of operations of SCB and SC Bank, taken as a whole (a "MATERIAL ADVERSE EFFECT")) to carry on its business as it is now being conducted and to own all of its material properties and assets. SCB and SC Bank have all federal, state, local and foreign governmental authorizations, permits, licenses approvals and orders necessary for each to own or lease its properties and assets and to carry on its business as it is now being conducted (all of which are in full force and effect), except where the absence of which, either individually or in the aggregate, would not have a Material Adverse Effect.
Corporate Organization; Authority. Acquiror is a corporation duly organized, validly existing and in good standing under the laws of the State of California and is a registered bank holding company under the BHC Act. Acquiror has the power and authority, and is duly qualified in all jurisdictions where such qualification is required (except for such qualifications the absence of which, individually or in the aggregate, would not have a Material Adverse Effect on Acquiror), to carry on its business as it is now being conducted and to own all of its material properties and assets. Acquiror has all federal, state, local and foreign governmental authorizations, permits, licenses, approvals and orders necessary for it to own or lease its properties and assets and to carry on its business as it is now being conducted (all of which are in full force and effect), except where the absence of which, either individually or in the aggregate, would not have a Material Adverse Effect on Acquiror.
Corporate Organization; Authority. Hospital is a non-profit corporation duly organized, solvent, validly existing and in good standing under the laws of Texas. Hospital has all necessary corporate power and authority to enter into and execute this Agreement and to perform and consummate the transactions contemplated hereby. Upon execution, this Agreement shall be a legally enforceable, valid and binding obligation of Hospital. The execution and delivery of this Agreement does not and will not conflict with or violate the articles of incorporation or corporate bylaws of Hospital nor will it result in violation of any law, ordinance, regulation, court order or decree, or the terms of any other contract, agreement or financing covenant applicable to Hospital.
Corporate Organization; Authority. Buyer is a limited liability company duly organized and validly existing under the laws of Bermuda and has all requisite corporate power and authority to conduct its business as it is now being conducted and to own, lease and operate the properties and assets it purports to own, lease and operate.
Corporate Organization; Authority. (a) Acquisition is a corporation, duly organized or created, validly existing and in good standing under the laws of the United Kingdom and has all requisite corporate power and authority to (i) own, lease, operate or otherwise hold its properties and assets and to carry on its business as now being conducted and (ii) execute, deliver and perform its obligations under this Agreement and the other agreements and instruments to be executed and delivered by it hereunder or in connection herewith and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other agreements and instruments to be executed and delivered by Acquisition and/or Shareholders hereunder or in connection herewith, have been duly authorized by all necessary corporate and other actions of Acquisition and Shareholders pursuant to and in accordance with the laws governing Acquisition and Shareholders.
Corporate Organization; Authority. Xxxxx Xxxxxx is a corporation duly organized, validly existing and in good standing under the laws of the State of Xxxx Xxxxxxx, and has all requisite corporate power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties and assets. Bertek is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas, and has all requisite corporate power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties and assets.
Corporate Organization; Authority. Buyer is a corporation, duly organized, validly existing and in good standing under the laws of England and has all requisite corporate power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties and assets. Buyer is qualified to do business as a foreign corporation in each jurisdiction where the failure to be so qualified would have a material and adverse effect on Buyer. Buyer has appointed Xx. Xxxxx Prokipcak of CanReg Inc as its agent in the US for regulatory purposes.
Corporate Organization; Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Pennsylvania, is duly qualified and is in good standing under the laws of each jurisdiction in which the character of the properties and assets now owned or held by it or the nature of the business now conducted by it requires it to be so licensed or qualified. Seller has full corporate power and authority to carry on Seller’s business as now being conducted. Seller has full corporate power and authority to execute and deliver this Agreement to perform its obligations hereunder. The execution and delivery of this Agreement by Seller and the performance by Seller of its obligations hereunder have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms, subject to applicable laws affecting creditors’ rights generally and, as to enforcement, to general principles of equity, regardless of whether applied in a proceeding at law or in equity.
Corporate Organization; Authority. Purchaser is a company duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to consummate the transactions contemplated by this Agreement. Purchaser has full corporate power and authority to execute and deliver this Agreement to perform its obligations hereunder. The execution and delivery of this Agreement by Purchaser and the performance by Purchaser of its obligations hereunder have been duly authorized by all necessary corporate
