Common use of Corporate Clause in Contracts

Corporate. (a) Seller is a corporation duly organized, existing and in good standing under the laws of the Commonwealth of Virginia. Seller has all necessary corporate power and authority to own the Purchased Assets and to conduct the Purchased Business as now conducted. (b) All corporate acts required to be taken by Seller to authorize the execution and delivery of this Agreement and each of the documents and instruments to be executed by Seller pursuant to this Agreement (Seller's Ancillary Documents"), the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the approval of Seller's shareholders and board of directors, have been duly and properly taken, and no other corporate proceedings on the part of Seller are necessary to authorize such execution, delivery and performance. (c) This Agreement has been, and Seller's Ancillary Documents will be, duly executed and delivered by duly authorized officers of Seller. This Agreement and each of Seller's Ancillary Documents that is a contract constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms. (d) No consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person is required for the execution and delivery of this Agreement and Seller's Ancillary Documents and the consummation by Seller of the transactions contemplated by this Agreement and Seller's Ancillary Documents. (e) Neither the execution and delivery of this Agreement and Seller's Ancillary Documents by Seller, nor the consummation by Seller of the transactions contemplated hereby and thereby, will conflict with or result in a breach of any of the terms, conditions or provisions of (i) Seller's Articles of Incorporation or By-laws, (ii) to the best of Seller's knowledge, any statute or administrative regulation, (iii) any order, writ, injunction, judgment or decree of any court or any governmental authority or any arbitration award, or (iv) except as set forth on Schedule 4.1(d) of the Disclosure Schedule, any material contract or agreement by which the Purchased Assets may be bound, nor give rise to any default, acceleration or right of termination under any such contract or agreement.

Corporate. (a) Seller STC is a corporation duly organized, validly existing and in good standing under the laws Laws of the Commonwealth State of VirginiaTexas, and S▇▇▇ is a company duly organized, validly existing and in good standing under the Laws of the British Virgin Islands. Seller Each Buyer has all necessary requisite corporate power and authority to own the Purchased Assets and to conduct the Purchased Business as now conducted. (b) All corporate acts required to be taken by Seller to authorize the execution and delivery of enter into this Agreement and each of the documents and instruments all other agreements to be executed and delivered by Seller pursuant such Buyer hereunder, to this Agreement (Seller's Ancillary Documents"), the performance of perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (b) This Agreement and all other agreements contemplated to be executed and delivered by each Buyer have been duly authorized by all necessary corporate action and no further approvals are required by the officers, directors or shareholders of such Buyer in connection therewith. This Agreement and all other agreements, certificates and instruments contemplated by this Agreement to be executed and delivered by each Buyer have been or will be, at or prior to the Closing, duly executed and delivered by such Buyer and constitute legal, valid and binding obligations of such Buyer enforceable in accordance with their terms against such Buyer, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to the principles of equity (whether enforcement is sought in a proceeding in equity or at law). (c) Neither the execution, delivery or performance of this Agreement and all other agreements contemplated hereby nor the consummation of the transactions contemplated hereby and therebyor thereby nor compliance with the provisions hereof or thereof by each Buyer will, includingwith or without the passage of time or the giving of notice, without limitationor both, the approval (i) conflict with, constitute a breach, violation or termination of Seller's shareholders and board of directors, have been duly and properly taken, and no other corporate proceedings on the part of Seller are necessary to authorize such execution, delivery and performance. (c) This Agreement has been, and Seller's Ancillary Documents will be, duly executed and delivered by duly authorized officers of Seller. This Agreement and each of Seller's Ancillary Documents that is a contract constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms. (d) No consent, authorization, order or approval any provision of, or filing or registration withconstitute a default under, any governmental authority material Contracts to which such Buyer is a party or other person by which it is required for the execution and delivery of this Agreement and Seller's Ancillary Documents and the consummation by Seller of the transactions contemplated by this Agreement and Seller's Ancillary Documents. (e) Neither the execution and delivery of this Agreement and Seller's Ancillary Documents by Seller, nor the consummation by Seller of the transactions contemplated hereby and thereby, will conflict with bound or result in a breach of any of the terms, conditions to which its properties or provisions of (i) Seller's Articles of Incorporation or By-lawsassets are subject, (ii) result in an acceleration or increase of any amounts due from such Buyer to the best of Seller's knowledge, any statute or administrative regulationperson, (iii) any orderconflict with or violate the organizational documents of such Buyer, writ, injunction, judgment (iv) result in the creation or decree imposition of any court Lien against such Buyer or any governmental authority of its properties or any arbitration awardassets, or (ivv) except as set forth on Schedule 4.1(d) violate any Laws or any other restriction of the Disclosure Schedule, any material contract kind or agreement by which the Purchased Assets may be bound, nor give rise character applicable to such Buyer or any default, acceleration of its properties or right of termination under any such contract or agreementassets.

Corporate. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of the Commonwealth Province of VirginiaAlberta, Canada. Seller has all necessary requisite corporate power and authority to own the Purchased Assets and to conduct the Purchased Business as now conducted. (b) All corporate acts required to be taken by Seller to authorize the execution and delivery of enter into this Agreement and each of the documents and instruments all other agreements to be executed and delivered by Seller pursuant hereunder, to this Agreement (Seller's Ancillary Documents"), the performance of perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Seller is duly qualified to do business as a foreign entity in the jurisdictions set forth on Schedule 4.1(a). (b) This Agreement and all other agreements to be executed and delivered by Seller hereunder have been duly authorized by all necessary corporate action and no further approvals are required by the officers, directors or shareholders of Seller in connection therewith. This Agreement and all other agreements, certificates and instruments contemplated by this Agreement to be executed and delivered by Seller or any subsidiary or affiliate of Seller have been or will be, at or prior to the Closing, duly executed and delivered by Seller or such subsidiary or affiliate and constitute legal, valid and binding obligations of Seller or the applicable subsidiary or affiliate of Seller enforceable against such party in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to the principles of equity (whether enforcement is sought in a proceeding in equity or at law). (c) Neither the execution, delivery or performance of this Agreement and all other agreements contemplated hereby nor the consummation of the transactions contemplated hereby or thereby nor compliance with the provisions hereof or thereof by Seller and therebyits subsidiaries and affiliates will, includingwith or without the passage of time or the giving of notice, without limitationor both, the approval (i) conflict with, constitute a breach, violation or termination of Seller's shareholders and board of directors, have been duly and properly taken, and no other corporate proceedings on the part of Seller are necessary to authorize such execution, delivery and performance. (c) This Agreement has been, and Seller's Ancillary Documents will be, duly executed and delivered by duly authorized officers of Seller. This Agreement and each of Seller's Ancillary Documents that is a contract constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms. (d) No consent, authorization, order or approval any provision of, or filing or registration withconstitute a default under, any governmental authority Assigned Contracts or other person any Material Contracts to which Seller or any subsidiary or affiliate of Seller is required for the execution and delivery of this Agreement and Seller's Ancillary Documents and the consummation a party or by Seller of the transactions contemplated by this Agreement and Seller's Ancillary Documents. (e) Neither the execution and delivery of this Agreement and Seller's Ancillary Documents by Seller, nor the consummation by Seller of the transactions contemplated hereby and thereby, will conflict with which any such party is bound or result in a breach of any of the terms, conditions to which its properties or provisions of (i) Seller's Articles of Incorporation or By-lawsassets are subject, (ii) result in an acceleration or increase of any amounts due from Seller or any subsidiary or affiliate of Seller to the best of Seller's knowledge, any statute or administrative regulationperson, (iii) conflict with or violate the organizational documents of Seller or any ordersubsidiary or affiliate of Seller, writ, injunction, judgment (iv) result in the creation or decree imposition of any court Lien against the Assets, Seller, any subsidiary or affiliate of Seller or any governmental authority of their respective properties or assets, (v) violate any Laws or any arbitration awardother restriction of any kind or character applicable to the Assets, Seller, any subsidiary or affiliate of Seller or any of their respective properties or assets, or (ivvi) except as set forth on Schedule 4.1(d) require notice to or consent of the Disclosure Schedule, any material contract Governmental Authority or agreement by which the Purchased Assets may be bound, nor give rise to any default, acceleration or right of termination under any such contract or agreementthird party.

Corporate. (a) Seller is a corporation SSI and STI are corporations duly organizedincorporated, existing organized and in good standing subsisting under the laws of the Commonwealth Province of VirginiaBritish Columbia. Seller SUI is a corporation duly incorporated, organized and subsisting under the laws of the State of Delaware. Each Vendor has the corporate power to own its assets and to carry on its business and has made all necessary corporate power and authority to own the Purchased Assets and to conduct the Purchased Business as now conductedfilings under all Applicable Laws. (b) All corporate acts required Assuming that the sale of the Assets to be taken the Purchaser is either ratified by Seller a special resolution of SSI or considered a sale that meets the requirements of Section 301(3)(a) of the Business Corporations Act (British Columbia), each Vendor has the power, authority and right to authorize the execution enter into and delivery of deliver this Agreement and each to transfer the legal and beneficial title and ownership of the documents Assets to the Purchaser free and instruments to be executed by Seller pursuant to this Agreement (Seller's Ancillary Documents")clear of all liens, the performance charges, encumbrances and any other rights of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the approval of Seller's shareholders and board of directors, have been duly and properly taken, and no other corporate proceedings on the part of Seller are necessary to authorize such execution, delivery and performanceothers. (c) This Assuming that the sale of the Assets to the Purchaser is either ratified by a special resolution of SSI or considered a sale that meets the requirements of Section 301(3)(a) of the Business Corporations Act (British Columbia), this Agreement has been, and Seller's Ancillary Documents will be, duly executed and delivered by duly authorized officers of Seller. This Agreement and each of Seller's Ancillary Documents that is a contract constitutes a legal, valid and legally binding obligation of Sellereach Vendor, enforceable against such Vendor in accordance with its termsterms subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court. (d) No consentThere is no contract, authorizationoption or any other right of another binding upon or which at any time in the future may become binding upon any Vendor to sell, order transfer, assign, pledge, charge, mortgage or approval of, in any other way dispose of or filing or registration with, encumber any governmental authority or of the Assets other person is required for than pursuant to the execution and delivery provisions of this Agreement or pursuant to purchase orders accepted by such Vendor in the usual and Seller's Ancillary Documents and the consummation by Seller ordinary course of the transactions contemplated by this Agreement and Seller's Ancillary DocumentsPurchased Business. (e) Neither the execution and entering into nor the delivery of this Agreement and Seller's Ancillary Documents by Seller, nor the consummation by Seller completion of the transactions contemplated hereby and thereby, by any Vendor will conflict with or result in a breach of the violation of: (i) any of the terms, conditions or provisions of (i) Seller's Articles the constating or charter documents of Incorporation or By-laws, such Vendor; (ii) any agreement or other instrument to which such Vendor is a party or by which such Vendor is bound subject to obtaining the best of Seller's knowledge, any statute or administrative regulation, consents set out in Schedule 3.01(1)(e); or (iii) any orderApplicable Law in respect of which such Vendor must comply. (f) The Vendors do not have any subsidiaries other than the Subsidiaries, writ, injunction, judgment and none of the Subsidiaries has any assets or decree liabilities nor carries on any of any court or any governmental authority or any arbitration award, or (iv) the Purchased Business except as set forth out in Schedule 3.01(1)(f), and SmarTire Europe, Limited has no assets, rights, licenses or goodwill necessary to carry on Schedule 4.1(d) any of the Disclosure Schedule, any material contract or agreement by which the Purchased Assets may be bound, nor give rise to any default, acceleration or right of termination under any such contract or agreementBusiness.