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. 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 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 limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland. Buyer has the limited liability company 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 Buyer of this Agreement and all other agreements and documents to be executed and delivered by it in connection herewith, the performance by Buyer 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 limited liability company acts and other proceedings of Buyer. This Agreement and all other agreements and documents to be executed and delivered by Buyer in connection herewith have been duly and validly executed and delivered by Buyer and constitute legal, valid and binding obligations of Buyer, 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 and (iii) as rights to indemnity may be limited by federal or state securities laws or by public policy.
Corporate Status; Authorization. Buyer is a corporation duly organized, validly existing and in good standing, under the laws of the State of Utah with full corporate power and authority to execute and deliver this Agreement and the Collateral Agreements, 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 will have been, duly authorized by all requisite corporate action of Buyer. This Agreement is, and on the Closing Date each of the Collateral Agreements will be, valid and legally binding obligations of the Buyer, enforceable against Buyer in accordance with their respective terms.
Corporate Status; Authorization. The Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Purchaser has the corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents to which the Purchaser is a party, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action of the Purchaser. The Purchaser has duly executed and delivered this Agreement and each Transaction Document to which the Purchaser is a Party. This Agreement and each Transaction Document to which the Purchaser is a Party constitutes the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its respective terms.
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. 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. 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. (a) Corporate Existence. Each of Purchaser and 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. Except as set forth on Schedule 2.2.1(a), each of Purchaser and Delta is duly qualified and in good standing as a foreign corporation duly authorized to do business in all jurisdictions in which the failure to be so qualified would have a Material Adverse Effect.
