Corporate Status and Authority. Such Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to own the Quotas and to execute and deliver this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by the board of directors of such Seller, which approval constitutes all necessary corporate action on the part of the Seller for such authorization. This Agreement has been duly executed and delivered by such Seller and constitutes the valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership.
Appears in 1 contract
Samples: Master Agreement and Plan of Merger (Phelps Dodge Corp)
Corporate Status and Authority. Such The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to own the Quotas Shares and to execute and deliver this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by the board of directors of such the Seller, which approval constitutes all necessary corporate action on the part of the Seller for such authorization. This Agreement has been duly executed and delivered by such the Seller and constitutes the valid and binding obligation of such the Seller, enforceable against such the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivershipreceivership or similar laws affecting creditors’ rights generally and by general principles of equity (whether considered at law or in equity).
Appears in 1 contract
Samples: Master Agreement and Plan of Merger (Phelps Dodge Corp)
Corporate Status and Authority. Such The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to own the Quotas and to execute and deliver this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by the board of directors of such the Seller, which approval constitutes all necessary corporate action on the part of the Seller for such authorization. This Agreement has been duly executed and delivered by such the Seller and constitutes the valid and binding obligation of such the Seller, enforceable against such the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivershipreceivership or similar laws affecting creditors’ rights generally and by general principles of equity (whether considered at law or in equity).
Appears in 1 contract
Samples: Master Agreement and Plan of Merger (Phelps Dodge Corp)
Corporate Status and Authority. Such Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to own the Quotas and to execute and deliver this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by the board of directors of such Seller, which approval constitutes all necessary corporate action on the part of the Seller for such authorization. This Agreement has been duly executed and delivered by such Seller and constitutes the valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivershipreceivership or similar laws affecting creditors’ rights generally and by general principles of equity (whether considered at law or in equity).
Appears in 1 contract
Samples: Master Agreement and Plan of Merger (Phelps Dodge Corp)