CORPORATE STATUS; ENFORCEABILITY. Island Breeze International is a company duly organized under the laws of the Cayman Islands and is duly authorized to mortgage the property conveyed hereunder. All corporate action on their part and all respective action on the part of their respective members, partners and managers for the making and delivery of the Guarantee and the execution of this Mortgage has been duly and effectively taken. The obligations hereby secured are and will be the valid and enforceable obligation of the Mortgagor in accordance with its terms.
CORPORATE STATUS; ENFORCEABILITY. (a) The Company is a corporation continued and validly existing under the laws of Canada. Each of the Company's Subsidiaries is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation.
(b) Each of the Company and its Subsidiaries has all requisite corporate power and authority to carry on its business as now being conducted or currently proposed to be conducted. Each of the Company and its Subsidiaries is entitled to own, lease or operate the assets now owned, leased or operated by it, and has no operations or employees and conducts no business outside of the provinces, states and countries listed in Section 7.1 of the Disclosure Schedule. The Company's Subsidiaries do not own, lease or operate any assets other than office furnishings and equipment used in the ordinary course of business and the lease of office space for the conduct of their business. The Company's Subsidiaries do not carry on any business other than acting as sales representative offices for the Company's Software.
(c) Each of the Company and its Subsidiaries is qualified to do business and has all required and appropriate licenses in each jurisdiction in which its failure to obtain or maintain such qualification, good standing or licensing would, individually or in the aggregate, have, or reasonably could be expected to have, a Material Adverse Effect.
(d) The Company has all requisite corporate power and authority to enter into this Agreement and all agreements and other documents to be entered into in connection herewith and to consummate the transactions contemplated hereby and thereby.
(e) All corporate action on the part of the Company and its directors and shareholders, necessary for the authorization, execution and delivery of this Agreement and all agreements and other documents to be entered into in connection herewith by the Company, and the performance of the obligations of the Company hereunder and thereunder, has been taken or will be taken prior to the Closing Date.
(f) This Agreement and all agreements and other documents to be entered into in connection herewith have been duly executed and delivered by, and constitute legal, valid and binding obligations of, the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, preference and other laws relating to or affecting enforcement of c...
CORPORATE STATUS; ENFORCEABILITY. (a) The Purchaser is a corporation duly incorporated and validly existing under the laws of the Province of Alberta. The Purchaser has conducted and will conduct no business other than holding the Company Shares and Options.
(b) The Purchaser has all requisite corporate power and authority to enter into this Agreement and all agreements and other documents to be entered into by it in connection herewith and to consummate the transactions contemplated hereby and thereby. All corporate action on the part of the Purchaser necessary for the authorization, execution and delivery of this Agreement and all agreements and other documents to be entered into in connection herewith by it, and the performance of the obligations of the Purchaser hereunder and thereunder, has been taken or will be taken prior to the Closing Date.
(c) This Agreement and all agreements and other documents to be entered into by the Purchaser in connection herewith have been duly executed and delivered and constitute legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, preference and other laws relating to or affecting enforcement of creditors' rights generally.
CORPORATE STATUS; ENFORCEABILITY. (a) Quest is a corporation duly incorporated and validly existing under the laws of the State of California.
(b) Quest has all requisite corporate power and authority to enter into this Agreement and all agreements and other documents to be entered into by it in connection herewith and to consummate the transactions contemplated hereby and thereby. All corporate action on the part of Quest necessary for the authorization, execution and delivery of this Agreement and all agreements and other documents to be entered into in connection herewith by it, and the performance of the obligations of Quest hereunder and thereunder, has been taken.
(c) This Agreement has been, and all other agreements and other documents to be entered into by Quest in connection herewith will be prior to or at the Closing, duly executed and delivered, and this Agreement constitutes (or, in the case of agreements other than this Agreement, will constitute prior to or at the Closing) legal, valid and binding obligations of Quest, enforceable against Quest in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, preference and other laws relating to or affecting enforcement of creditors' rights generally.
CORPORATE STATUS; ENFORCEABILITY. (a) Quest is a corporation duly incorporated and validly existing under the laws of the State of California.
(b) Quest has all requisite corporate power and authority to enter into this Agreement and all agreements and other documents to be entered into by it in connection herewith and to consummate the transactions contemplated hereby and thereby.
(c) All corporate action on the part of Quest necessary for the authorization, execution and delivery of this Agreement and all agreements and other documents to be entered into in connection herewith by it, and the performance of the obligations of Quest hereunder and thereunder, has been taken or will be taken prior to the Closing Date.
(d) This Agreement and all agreements and other documents to be entered into by Quest in connection herewith have been duly executed and delivered and constitute legal, valid and binding obligations of Quest, enforceable against Quest in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, preference and other laws relating to or affecting enforcement of creditors' rights generally.
CORPORATE STATUS; ENFORCEABILITY. The Mortgagor is a limited liability company duly organized under the laws of the State of Delaware and is duly authorized to mortgage the property conveyed hereunder. All corporate action on its part, and all action on the part of its members and managers, for the making and delivering of the Loan Agreement and the execution of this Mortgage has been duly and effectively taken. The indebtedness hereby secured is and will be the valid and enforceable obligation of the Mortgagor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.
