Corporate Status; Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Seller is duly qualified and in good standing to do business as a corporation in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, have not had and will not have or be reasonably expected to have a material adverse effect (a) on the condition (financial or otherwise), liabilities, prospects, properties, assets, or results of operations of the Business, taken as a whole, or (b) on the ability of Seller to perform its obligations under or to consummate the transactions contemplated by this Agreement (a “Seller Material Adverse Effect”). Seller has all requisite corporate power to carry on the Business as it is now being conducted, to own and operate the Business, and to enter into this Agreement, to perform its obligations hereunder and to complete the transactions contemplated hereby.
Corporate Status; Authority. Each of Network and Mobile is a --------------------------- corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. Each of Network and Mobile is duly qualified and in good standing to do business as a foreign corporation and the Crown Communications Business is duly qualified and in good standing to do business in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a material adverse effect (i) on the condition (financial or otherwise), business, liabilities, properties, assets, prospects or results of operations of the Acquired Business, taken as a whole, or (ii) on the ability of the Crown Parties to perform their obligations under or to consummate the transactions contemplated by this Agreement (a "Crown Material Adverse Effect"). ----------------------------- Each of Network and Mobile has all requisite corporate power, and the Crown Communications Business has all requisite power, to carry on its business and operations as it is now being conducted and to own and operate such business, to enter into this Agreement, to perform its obligations hereunder and to complete the transactions contemplated hereby.
Corporate Status; Authority. Each of Buyer and its Subsidiaries and --------------------------- CTSH and its Subsidiaries is a corporation, partnership or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. Each of Buyer and its Subsidiaries and CTSH and its Subsidiaries is duly qualified and in good standing to do business as a foreign corporation in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a material adverse effect (i) on the condition (financial or otherwise), business, liabilities, properties, assets, prospects or results of operations of Buyer and its Subsidiaries and CTSH and its Subsidiaries, taken as a whole, or (ii) on the ability the buyer or its Subsidiaries to perform their obligations under or to consummate the transactions contemplated by this Agreement (a "Buyer Material -------------- Adverse Effect"). Each of Buyer and its Subsidiaries and CTSH and its -------------- Subsidiaries has all requisite corporate power to carry on its business as it is now being conducted, to own and operate such business and each of Buyer, CAC I and CAC II has all requisite corporate power to enter into this Agreement, to perform its obligations hereunder and to complete the transactions contemplated hereby.
Corporate Status; Authority. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the corporate power to acquire the Assets to be acquired hereunder. Buyer has the full power and authority to execute and deliver this Agreement and the Purchase Documents and perform its obligations hereunder and thereunder.
Corporate Status; Authority. (a) ART is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to carry on its business as now conducted and to own or lease and operate its properties as and in the places where such business is now conducted and as such properties are now owned, leased or operated.
(b) ART has all necessary corporate power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. At the Closing Date, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been duly authorized by the Board of Directors of ART. This Agreement constitutes the valid and legally binding obligation of ART and is enforceable against it in accordance with its terms, except as enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, will not conflict with or result in any violation of or default under any provision of the charter documents or by-laws of ART or any material mortgage, indenture,lease, agreement or other instrument, permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to it or any of its respective properties.
Corporate Status; Authority. The Investors:
(i) have legal capacity to execute, deliver and perform the Investors' obligations under this Agreement; and the consummation of the transactions contemplated by this Agreement, including, without limitation, the Exchange Transaction, have been duly authorized by all necessary action on the part of the Investors and Multigioco's equity owners and this Agreement constitutes the valid and legally binding obligation of the Investors, enforceable against the Investors in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally now or hereafter in effect and subject to the application of equitable principles and the availability of equitable remedies;
(ii) are the lawful owners of and have the full right, power, and authority to sell, assign, transfer and convey to Empire all of the shares of Multigioco free and clear of all liens, encumbrances, claims or rights of every kind and nature whatsoever in accordance with the terms of this Agreement and the sale, assignment, transfer and conveyance of the shares of Multigioco in accordance with the terms of this Agreement will transfer good, valid and marketable title thereto free and clear of all liens, encumbrances, claims or rights of every kind and nature whatsoever;
Corporate Status; Authority. Each of Buyer and Parent is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of Buyer and Parent is duly qualified and in good standing to do business as a corporation in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, have not had and will not have or be reasonably expected to have a material adverse effect on the ability of Buyer or Parent, respectively, to perform its obligations under or to consummate the transactions contemplated by this Agreement (a “Buyer Material Adverse Effect”). Each of Buyer and Parent has all requisite power to carry on its business as it is now being conducted, to own and operate such business, and each of Buyer and Parent has all requisite power to enter into this Agreement, to perform its obligations hereunder and to complete the transactions contemplated hereby.
Corporate Status; Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite power and authority to execute, deliver and perform this Agreement, to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company.
Corporate Status; Authority. The Acquiror is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite power and authority to execute, deliver and perform this Agreement, to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Acquiror.
Corporate Status; Authority. Each of Buyer and Parent is a corporation duly organized, validly existing and in good standing under the laws of its place of incorporation. Each of Buyer and Parent is duly qualified and in good standing to do business in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a material adverse effect (a) on the condition (financial or otherwise), business, liabilities, properties, assets or results of operations, taken as a whole, or (b) on the ability to perform its obligations under or to consummate the transactions contemplated by this Agreement (a “Buyer Material Adverse Effect”). Each of Buyer and Parent has all requisite power to carry on its business as it is now being conducted, to own and operate such business and Buyer has all requisite power to enter into this Agreement, to perform its obligations hereunder and to complete the transactions contemplated hereby.
