Corporate Organization; Requisite Authority to Conduct Business. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has full corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; and this Agreement has been duly authorized and approved by its Board of Directors and no further action on the part of the Company is necessary to authorize the execution and delivery by it of, and the performance of its obligations under, this Agreement. There are no corporate, contractual, statutory or other restrictions of any kind upon the power and authority of the Company to execute and deliver this Agreement and to consummate the transactions contemplated hereunder and no action, waiver or consent by any governmental entity is necessary to make this Agreement a valid instrument binding upon the Company in accordance with its terms.
Corporate Organization; Requisite Authority to Conduct Business. Seller is a company duly organized, validly existing and in good standing under the laws of the Cayman Islands. Seller has full corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; and no further action on the part of Seller is necessary to authorize the execution and delivery by it of, and the performance of its obligations under, this Agreement. There are no corporate, contractual, statutory or other restrictions of any kind upon the power and authority of Seller to execute and deliver this Agreement and to consummate the transactions contemplated hereunder and the Seller is not aware of any action, waiver or consent by any governmental entity that is necessary to make this Agreement a valid instrument binding upon Seller in accordance with its terms.
Corporate Organization; Requisite Authority to Conduct Business. ARTICLES OF INCORPORATION AND BYLAWS. Datatec and each Subsidiary (as defined in Section 3.3 hereof) is a corporation duly organized, validly existing and in good standing under its respective jurisdictions of incorporation. Datatec and each Subsidiary has provided the Buyer with true and complete copies of its articles of incorporation (certified by the appropriate official of its respective jurisdiction of incorporation) and By-laws (certified by the Secretaries of Datatec and each Subsidiary) as in effect on the date hereof. Prior to the Closing, the minute books of Datatec and each Subsidiary will be delivered to the Buyer, and will contain true and complete records of all meetings and consents in lieu of meeting of the Board of Directors and stockholders of Datatec and each Subsidiary since the date of such corporation's inception, which accurately reflect in all material respects all transactions referred to in such minutes and consents in lieu of meeting, except where such failure would not cause a Datatec Material Adverse Effect (as defined below). Datatec and each Subsidiary has all corporate power and authority to own, operate and lease its properties and to carry on its business as the same is now being conducted, and is duly qualified or licensed to do business and is in good standing as a foreign corporation in every jurisdiction in which the conduct of its business or the ownership or leasing of its properties requires it to be so qualified or licensed, except where the failure to be so qualified or licensed, individually or in the aggregate, will not have a material adverse effect on the business, properties, prospects, assets, liabilities, financial condition or operations of Datatec and the Subsidiaries, taken as a whole (a "Datatec Material Adverse Effect").
Corporate Organization; Requisite Authority to Conduct Business. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Buyer has provided the Sellers with true and complete copies of its certificate of incorporation (certified by the Secretary of State of the State of Delaware) and By-laws (certified by the Secretary of the Buyer) as in -15- effect on the date hereof. The Buyer has full corporate power and authority to enter into the Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby; and each of the Agreements has been duly authorized and approved by its Board of Directors and no further action on the part of the Buyer is necessary to authorize the execution and delivery by it of, and the performance of its obligations under, the Agreements. There are no corporate, contractual, statutory or other restrictions of any kind upon the power and authority of the Buyer to execute and deliver the Agreements and to consummate the transactions contemplated hereunder and thereunder and no action, waiver or consent by any Governmental Authority is necessary to make the Agreements valid instruments binding upon the Buyer in accordance with their respective terms.
Corporate Organization; Requisite Authority to Conduct Business. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite power and authority to carry on its business as now being conducted and as contemplated to be conducted immediately following the
Corporate Organization; Requisite Authority to Conduct Business. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer's Parent is a limited liability company duly organized, validly existing and in good standing under the laws of the State of New York. Buyer and Buyer's Parent have full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; and this Agreement, on or prior to the Closing, has been duly authorized and approved by all requisite organizational action and no further action on the part of Buyer or Buyer's Parent will be necessary to authorize the execution and delivery by them of, and the performance of their obligations under, this Agreement. There are no corporate, contractual, statutory or other restrictions of any kind upon the power and authority of Buyer or Buyer's Parent to execute and deliver this Agreement and to consummate the transactions contemplated hereunder and no action, waiver or consent by any federal, state, municipal or other governmental department, commission or agency ("Governmental Authority") is necessary to make this Agreement a valid instrument binding upon Buyer or Buyer's Parent in accordance with its terms.
Corporate Organization; Requisite Authority to Conduct Business. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Corporate Organization; Requisite Authority to Conduct Business. Articles of Incorporation and By-Laws. Purple Demon is a corporation duly organized, validly existing and in good standing under the laws of the State of New York. Purple Demon has provided the Buyer with true and complete copies of its articles of incorporation (certified by the Secretary of State of the State of New York) and By-laws (certified by the Secretary of Purple Demon) as in effect on the date hereof. Prior to the Closing, the minute books of Purple Demon will be made available to the Buyer for inspection, and will contain true and complete records of all meetings and consents in lieu of meeting of Purple Demon's Board of Directors and of Purple Demon's stockholders since the incorporation of Purple Demon, which accurately reflect in all material respects all transactions referred to in such minutes and consents in lieu of meeting. Purple Demon has all corporate power and authority to own, operate as a record company and to carry on its business as the same is now being conducted. Purple Demon is duly qualified or licensed to do business and is in good standing in the State of New York.
Corporate Organization; Requisite Authority to Conduct Business. Each of the Buyer and Paradigm is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Buyer and Paradigm have provided the Sellers with true and complete copies of their respective certificates of incorporation (certified by the Secretary of State of the State of New York, and By-laws (certified by the Secretaries of the Buyer and Paradigm) as in effect on the date hereof. Each of the Buyer and Paradigm has full corporate power and authority to enter into this Agreement to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby; there are no corporate, contractual, statutory or other restrictions of any kind upon the power and authority of the Buyer or Paradigm to execute and deliver this Agreement.
Corporate Organization; Requisite Authority to Conduct Business. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, operate or lease the Property and to carry on the Business as now being conducted. CHC is a corporation duly organized, validly existing and in good standing under the laws of the State of New York. Complete and correct copies of the Certificate of Incorporation of Seller and all amendments thereto, certified by the Secretary of State of the State of Delaware, and the bylaws of Seller and all amendments thereto have been previously delivered or made available to Buyer. Seller is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which the ownership or leasing of the Property or the transaction of business by the Business requires it to be so qualified or licensed, except where the failure to be so qualified or licensed would not in the aggregate reasonably be expected to have a Seller Material Adverse Effect. As used in this Agreement, "SELLER MATERIAL ADVERSE EFFECT" means a material adverse effect on the business, financial condition or results of operations of the Business or the ability of Seller to consummate the transactions contemplated by this Agreement, except in each case for any such effects resulting from, arising out of, or relating to (a) legal, accounting or investment banking fees for the negotiation, preparation and execution of this Agreement, (b) the entry into or announcement of this Agreement and the other transactions contemplated hereby, (c) any change in or interpretations of (i) GAAP or (ii) any Law, (d) any change in interest rates or general economic conditions in the industries or markets in which Seller or any of its subsidiaries operates or affecting United States or foreign economies in general or United States or foreign financial, banking or securities markets, (e) any action taken by Buyer or any of its Affiliates, or (f) any natural disaster or act of God.
