Corporate Representations. (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Arizona;
(ii) has all requisite power and authority to own and operate its properties and to conduct its business as currently conducted and as proposed to be conducted as contemplated by the Transaction Documents to which it is a party, to enter into the Transaction Documents to which it is a party and to perform its obligations under the Transaction Documents to which it is a party; and
(iii) has made all filings and holds all material franchises, licenses, permits and registrations which are required under the laws of each jurisdiction in which the properties owned (or held under lease) by it or the nature of its activities makes such filings, franchises, licenses, permits or registrations necessary, except where the failure to make such filing will not have a material adverse effect on the Backup Servicer activities or its ability to perform its obligations under the Transaction Documents.
Corporate Representations. (i) The Company and each of Occidental Chemical Holding Corporation, a California corporation, and OXY USA Inc., a Delaware corporation (each a “Principal Domestic Subsidiary” and collectively the “Principal Domestic Subsidiaries”), is a validly existing corporation in good standing under the laws of its state of incorporation.
(ii) The Company and each Principal Domestic Subsidiary:
Corporate Representations. Each party hereby represents that (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation, (ii) it has the power to execute and deliver this Novation Agreement and to perform its obligations under this Novation Agreement and has taken all necessary action to authorize such execution and delivery and performance of such obligations, (iii) its execution and delivery of this Novation Agreement does not violate or conflict with any law, rule or regulation applicable to it, any provision of its charter or by-laws (or comparable constituent documents), any order or judgment of any court or other agency of government applicable to it or any of its assets or any contract binding on or affecting it or any of its assets, (iv) all authorizations of and exemptions, actions or approvals by, and all notices to or filings with any governmental or other authority that are required to have been obtained or made and are in full force and effect and all conditions of any such authorizations, exemptions, actions or approvals have been complied with, and (v) this Novation Agreement constitutes its legal, valid and binding obligation, enforceable against the party in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
Corporate Representations. Any certificate signed by any officer of the Company or by an officer of any of the Company's Subsidiaries and delivered to the Placement Agent or to the Placement Agent's counsel pursuant to this Agreement, shall be deemed a representation and warranty by the Company and by any of its Subsidiaries to the Placement Agent as to the matters covered thereby.
Corporate Representations. Any certificate signed by any officer of White Cloud or by an officer of any of White Cloud's Subsidiaries and delivered to the Company or to the Company's counsel pursuant to this Agreement, shall be deemed a representation and warranty by White Cloud and by any of its White Cloud Subsidiaries to the Company as to the matters covered thereby.
Corporate Representations. A. Buyer is a Delaware limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified, or as of Closing will be duly qualified, to carry on its business in each jurisdiction in which the operation of the Assets would require such qualification.
B. Buyer has all requisite power and authority to own the Assets after Closing, to carry on its business as presently conducted and to execute, deliver, and perform this Agreement and each other document executed in connection with the Transaction. The execution, delivery, and performance by Buyer of this Agreement and each other document executed by Buyer in connection with the Transaction, and the consummation of the Transaction, have been duly authorized by all necessary action of Buyer.
C. The execution and delivery of this Agreement does not (i) violate, and is not in conflict with, any provision of Buyer’s governing documents, or any provision of any statute, rule or regulation applicable to Buyer or any material lease, contract, agreement, instrument or obligation to which Buyer is a party or by which Buyer is bound, or (ii) violate, and is not in conflict with, any judgment, decree or order applicable to Buyer.
Corporate Representations. Network represents that it has and shall maintain any and all applicable permits and licenses relating to its business and the performance of its obligations under this Agreement. Network is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. Network has full power and authority to own and operate its properties and assets and to conduct and carry on its business as it is now being conducted and operated by Network. This Agreement has been validly executed and delivered by Network and constitutes a legal, valid and binding obligation of Network. Network has full power and authority to execute and deliver this Agreement and to perform its obligations under and consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Network does not, and the consummation by Network of the transactions contemplated hereby will not, and the compliance by Network with the provisions hereof will not, (a) conflict with or violate any provision of Network's Articles of Incorporation or Bylaws; (b) with or without notice or the passage of time or both, constitute, give rise or result in the breach, default or event of default under, or violation of any obligation under, any note, bond, mortgage, deed, license, franchise, permit, lease, contract, agreement, or other instrument, commitment or obligation to which Network is a party and will not violate or conflict with any other material restriction of any kind or character to which Network is subject; (c) violate any order, writ, injunction, decree, judgment or ruling of any court or governmental authority applicable to Network; or (d) violate any material statute, law, rule or regulation applicable to Network.(,.)
Corporate Representations. Each Party represents and warrants to the other that:
(a) it has and has obtained all corporate authorizations and all other applicable consents, licenses, waivers or exemptions required to empower it to enter into this Agreement and to consummate the transactions contemplated hereby; and
(b) the execution and delivery of, and the performance by such Party of its obligations under, this Agreement will not:
(i) result in a breach of any provision of the memorandum or articles of incorporation or association of such Party;
(ii) result in a breach of any provision of, or constitute a default under, any instrument to which it is a party or by which it is bound; or
(iii) result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound.
(c) the obligations of such Party under this Agreement will constitute the legal, valid and binding obligation of it; and
(d) such Party is duly incorporated and validly existing under the laws of the jurisdiction in which it is incorporated.
Corporate Representations. EXCO Resources, Inc., is a Texas corporation duly organized and validly existing and in good standing under the laws of the State of Texas and is qualified to conduct business in the State of Colorado.
Corporate Representations. A. Buyer is a Nevada Corporation, duly organized, validly existing and in good standing under the laws of the State of Colorado and is duly qualified, or as of Closing will be duly qualified, to carry on its business in Colorado.
B. Buyer has all requisite power and authority to own the Assets after Closing, to carry on its business as presently conducted and to execute, deliver, and perform this Agreement and each other document executed in connection with the Transaction. The execution, delivery, and performance by Buyer of this Agreement and each other document executed by Buyer in connection with the Transaction, and the consummation of the Transaction, have been duly authorized by all necessary action of Buyer.
C. The execution and delivery of this Agreement does not (i) violate, or be in conflict with, any provision of Buyer's governing documents, or any provision of any statute, rule or regulation applicable to Buyer or any material lease, contract, agreement, instrument or obligation to which Buyer is a party or by which Buyer is bound, or (ii) violate, or be in conflict with, any judgment, decree or order applicable to Buyer.
