Corporate Status; Authorization, etc. 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 the Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all requisite corporate action of Buyer. Buyer has duly executed and delivered this Agreement. This Agreement is a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms.
Corporate Status; Authorization, etc. Buyer is a limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its organization with full power and authority to execute and deliver this Agreement and the Collateral Agreements 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 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 of the Collateral Agreements to which it is a party 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 Buyer will have duly executed and delivered the Collateral Agreements to which it is a party. This Agreement is, and on the Closing Date each of the Collateral Agreements to which Buyer is a party will be, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms except that (a) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Corporate Status; Authorization, etc. The Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Buyer has the corporate power and authority to execute and deliver this Agreement and the Ancillary Documents to which it is or will be 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 Ancillary Documents to which it will be a party, and the consummation of the transactions contemplated hereby or thereby 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 Documents to which the Buyer will be a party. This Agreement is, and on the Closing Date each of the Ancillary Documents to which the Buyer will be a party will be, valid and legally binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and general principles of equity.
Corporate Status; Authorization, etc. 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 perform its obligations thereunder and to consummate the transactions contemplated thereby. This Agreement and the Collateral Agreements constitute valid and legally binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms.
Corporate Status; Authorization, etc. The 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 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 the Collateral Agreements 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 the Buyer will have duly executed and delivered the Collateral Agreements. This Agreement is, and on the Closing Date each of the Collateral Agreements will be, a valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms.
Corporate Status; Authorization, etc. TEVA is a corporation duly organized, validly existing and in good standing under the laws of the State of Arizona, 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 hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by TEVA of this Agreement and the consummation of the transactions contemplated hereby, have been, and on the Closing Date will have been, duly authorized by all requisite corporate action of TEVA. TEVA has duly executed and delivered this Agreement and the Escrow Agreement and on the Closing Date will have duly executed and delivered the Collateral Agreements to which it is a party. This Agreement and the Escrow Agreement are, and on the Closing Date each of the Collateral Agreements to which TEVA is a party will be, valid and legally binding obligations of TEVA, enforceable against TEVA in accordance with their respective terms. Xxxxxxxx is the sole shareholder of TEVA and he has the complete power and authority to execute and deliver this Agreement and the Collateral Agreements to which he is a party, to perform his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Xxxxxxxx has duly executed and delivered this Agreement and the Escrow Agreement and on the Closing Date will have duly executed and delivered the Collateral Agreements to which it is a party. This Agreement and the Escrow Agreement are, and on the Closing Date each of the Collateral Agreements to which Xxxxxxxx is a party will be, valid and legally binding obligations of Xxxxxxxx, enforceable against Xxxxxxxx in accordance with their respective terms.
Corporate Status; Authorization, etc. Each 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 each Buyer of this Agreement, and the consummation of the transactions contemplated hereby, have been, and on the Closing Date the execution and delivery by each Buyer of the Collateral Agreements to which it is a party will have been, duly authorized by all requisite corporate action of such Buyer. Each Buyer has duly executed and delivered this Agreement and on the Closing Date and each Buyer will have duly executed and delivered the Collateral Agreements to which it is a party. This Agreement is, and on the Closing Date each of the Collateral Agreements to which each Buyer is a party will be, valid and legally binding obligations of such Buyer, enforceable against each Buyer in accordance with their respective terms. On the Closing Date, each of the Collateral Agreements to which each of the Buyers is a party will be legal, valid and binding obligations of such Buyer, enforceable against it in accordance with their respective terms. The Canadian Buyer is not, and any assignee of the Canadian Buyer permitted hereunder will not be, a non-resident within the meaning of the Income Tax Act (Canada).
Corporate Status; Authorization, etc. Acquiror is a corporation duly organized, validly existing, and in good standing under the laws of the State of Indiana 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 Acquiror of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all requisite corporate action of Acquiror. Acquiror has duly executed and delivered this Agreement. This Agreement is a valid and legally binding obligation of Acquiror enforceable against Acquiror 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, etc. Buyer is a corporation duly organized and validly existing under the laws of the State of Connecticut with full corporate power and authority to execute and deliver this Agreement and the Collateral Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the patt of Buyer. This Agreement and the Collateral Agreements constitute valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms.
Corporate Status; Authorization, etc. Each Purchaser is a limited liability company, duly organized, validly existing and, in good standing, under the laws of Delaware with full power and authority to execute and deliver the 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 of this Agreement and the Collateral Agreements to which each Purchaser is a party, and the consummation of the transactions contemplated hereby and thereby have been, duly authorized by all requisite action of each Purchaser. Each Purchaser has duly executed and delivered this Agreement and each Purchaser will have duly executed and delivered the Collateral Agreements to which it is a party. This Agreement is, and on the Closing Date each of the Collateral Agreements to which each Purchaser is a party will be, valid and legally binding obligations of Purchaser, enforceable against such Purchaser in accordance with their respective terms. On the Closing Date, each of the Collateral Agreements to which each Purchaser is a party will be legal, valid and binding obligations of such Purchaser, enforceable against it in accordance with their respective terms.
