Corporate Status; Authorization. Such Party is duly organized, validly existing and in good standing under and by virtue of the laws of the state of its organization. The Person(s) executing this Agreement on such Party's behalf are duly elected, qualified and acting as its officer(s), manager(s) or member(s) (as the case may be). All actions and resolutions, whether partnership, corporate or otherwise, necessary to authorize such Party to enter into this Agreement have been taken and adopted. Such Party has, and the Persons executing this Agreement on its behalf have, all requisite power and authority and has (have) been duly authorized to enter into this Agreement. This Agreement has been duly executed on behalf of such Party. Such Party has full right and lawful authority to enter into and perform its covenants and obligations under this Agreement for the full term hereof, and has full right and lawful authority to make its representations and warranties hereunder. Upon execution of this Agreement by each Party hereto, this Agreement will constitute the legal, valid and binding obligation of such Party and will be enforceable against it and its successors and assigns in accordance with its terms, except as such enforcement may be limited by (a) bankruptcy, insolvency, moratorium, or other similar laws affecting a creditor's rights and remedies or the relief of debtors generally at the time in effect, (b) the discretion of the court before which any proceeding involving the same may be brought, and (c) equitable principles at the time in effect limiting the remedy of specific performance.
Corporate Status; Authorization. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Subject to Bankruptcy Court Approval, Seller has full power and authority to enter into this Agreement and to carry out the transactions contemplated herein. The Board of Directors of Seller has duly authorized the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein. This Agreement has been duly and validly executed and delivered by Seller and no other corporate action is necessary. Subject to Bankruptcy Court approval, this Agreement will be valid and binding legal obligation of Seller, enforceable against it in accordance with its terms.
Corporate Status; Authorization. Buyer is a corporation duly organized, validly existing and in good standing, under the laws of the jurisdiction of its incorporation with full corporate power and authority to execute and deliver this Agreement and the Collateral Agreements to which it is a party, to perform its obligations thereunder, and to consummate the transactions contemplated thereby. The execution and delivery by the Buyer of this Agreement, and the consummation of the transactions contemplated hereby, have been, and on the Closing Date the execution and delivery of the Collateral Agreements to which it is a party will have been, duly authorized by all requisite corporate action of Buyer. The Buyer has duly executed and delivered this Agreement. This Agreement is, and on the Closing Date each of the Collateral Agreements to which the Buyer is a party will be, valid and legally binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms.
Corporate Status; Authorization. Seller is a chartered industrial loan corporation, duly organized, validly existing and in good standing under the laws of the State of Utah. Seller has the corporate power and authority to execute and deliver this Agreement and all other agreements and documents to be executed and delivered by it in connection herewith, to perform fully its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and all other agreements and documents to be executed and delivered by it in connection herewith, the performance by Seller of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate acts and other proceedings of Seller. This Agreement and all other agreements and documents to be executed and delivered by Seller in connection herewith have been duly and validly executed and delivered by Seller and constitute legal, valid and binding obligations of Seller, enforceable against it in accordance with their respective terms except (i) as such enforceability may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, (ii) as such obligations are subject to general principles of equity or (iii) as rights to indemnity may be limited by federal or state securities laws or by public policy.
Corporate Status; Authorization. Franchisee warrants and represents that Franchisee is and shall remain a corporation duly organized, validly existing and in good standing under the laws of the State of California for the period of time of this Agreement. Franchisee further warrants and represents that Franchisee is qualified to transact business in the State of California and has the corporate power to own its properties and to carry on its business as now owned and operated and as required by this Agreement. Further, Franchisee warrants and represents that it has the authority to enter into and perform its obligations under this Agreement, and that the person executing this Agreement on behalf of Franchisee is authorized by the Board of Directors and bylaws of Raw Inspiration, Inc., to do so. This Agreement constitutes the legal, valid and binding obligation of Franchisee, enforceable against Franchisee in accordance with its terms, and as defined herein.
Corporate Status; Authorization. Buyer is a corporation duly organized and validly existing under the laws of the State of Iowa with full corporate power and authority to execute and deliver this Agreement and the Collateral Documents to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Buyer of this Agreement, and the consummation of the transactions contemplated hereby, have been, and on the Closing Date the execution and delivery by Buyer will have been duly authorized by all requisite corporate action of Buyer. Buyer has duly executed and delivered this Agreement and on the Closing Date will have duly executed and delivered the Collateral Documents to which it is a party. This Agreement is, and on the Closing Date each of the Collateral Documents to which Buyer is a party will be, valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms.
Corporate Status; Authorization. Global Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware with full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery by Global Inc. of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all requisite corporate action of Global Inc. Global Inc. has duly executed and delivered this Agreement and this Agreement is a valid and legally binding obligation of Global Inc. enforceable against Global Inc. in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer and conveyance, receivership, moratorium, and similar laws affecting creditors’ rights generally, and to the availability of equitable remedies (whether asserted at law or in equity).
Corporate Status; Authorization. (a) Corporate Existence. Delta is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Georgia and has all requisite corporate power and authority to own, lease, and operate its respective properties and to carry on its respective business as presently conducted.
Corporate Status; Authorization. With respect to any Shareholder who is a corporation, such Shareholder: (i) is a corporation duly organized, validly existing and in good standing under the laws of Virginia; (ii) has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations under, and carry out the provisions of, this Agreement; and (iii) has taken all corporate action on the part of such Shareholder necessary for the authorization, execution and delivery of this Agreement and the performance of its obligations hereunder.
Corporate Status; Authorization. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has, or prior to the Closing Date will have, full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Buyer of this Agreement and the consummation of the transactions contemplated hereby, have been, and on the Closing Date the execution and delivery by the Buyer of each of the Ancillary Agreements and the consummation of the transactions contemplated thereby will have been, duly authorized by all requisite corporate action of the Buyer. The Buyer has duly executed and delivered this Agreement and on the Closing Date will have duly executed and delivered the Ancillary Agreements. This Agreement is, and on the Closing Date each of the Ancillary Agreements will be, valid and legally binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms subject to the General Enforceability Exceptions.
