Common use of Corporate Clause in Contracts

Corporate. (a) STC is a corporation duly organized, validly existing and in good standing under the Laws of the State of Texas, and SXXX is a company duly organized, validly existing and in good standing under the Laws of the British Virgin Islands. Each Buyer has all requisite corporate power and authority to enter into this Agreement and all other agreements to be executed and delivered by such Buyer hereunder, to 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 or thereby nor compliance with the provisions hereof or thereof by each Buyer will, with or without the passage of time or the giving of notice, or both, (i) conflict with, constitute a breach, violation or termination of any provision of, or constitute a default under, any material Contracts to which such Buyer is a party or by which it is bound or to which its properties or assets are subject, (ii) result in an acceleration or increase of any amounts due from such Buyer to any person, (iii) conflict with or violate the organizational documents of such Buyer, (iv) result in the creation or imposition of any Lien against such Buyer or any of its properties or assets, or (v) violate any Laws or any other restriction of any kind or character applicable to such Buyer or any of its properties or assets.

Corporate. (a) STC Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State Province of TexasAlberta, and SXXX is a company duly organized, validly existing and in good standing under the Laws of the British Virgin IslandsCanada. Each Buyer Seller has all requisite corporate power and authority to enter into this Agreement and all other agreements to be executed and delivered by such Buyer Seller hereunder, to 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 contemplated to be executed and delivered by each Buyer Seller hereunder have been duly authorized by all necessary corporate action and no further approvals are required by the officers, directors or shareholders of such Buyer Seller in connection therewith. This Agreement and all other agreements, certificates and instruments contemplated by this Agreement to be executed and delivered by each Buyer 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 Buyer subsidiary or affiliate and constitute legal, valid and binding obligations of Seller or the applicable subsidiary or affiliate of Seller enforceable against such Buyer enforceable party in accordance with their terms against such Buyerterms, 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 each Buyer Seller and its subsidiaries and affiliates will, with or without the passage of time or the giving of notice, or both, (i) conflict with, constitute a breach, violation or termination of any provision of, or constitute a default under, any material Assigned Contracts or any Material Contracts to which such Buyer Seller or any subsidiary or affiliate of Seller is a party or by which it any such party is bound or to which its properties or assets are subject, (ii) result in an acceleration or increase of any amounts due from such Buyer Seller or any subsidiary or affiliate of Seller to any person, (iii) conflict with or violate the organizational documents of such BuyerSeller or any subsidiary or affiliate of Seller, (iv) result in the creation or imposition of any Lien against such Buyer the Assets, Seller, any subsidiary or affiliate of Seller or any of its their respective properties or assets, or (v) violate any Laws or any other restriction of any kind or character applicable to such Buyer the Assets, Seller, any subsidiary or affiliate of Seller or any of its their respective properties or assets, or (vi) require notice to or consent of any Governmental Authority or third party.

Corporate. (a) STC Seller is a corporation duly organized, validly existing and in good standing under the Laws laws of the State Commonwealth of Texas, and SXXX is a company duly organized, validly existing and in good standing under the Laws of the British Virgin IslandsVirginia. Each Buyer Seller has all requisite necessary corporate power and authority to enter into 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 all other agreements each of the documents and instruments to be executed and delivered by such Buyer hereunderSeller pursuant to this Agreement (Seller's Ancillary Documents"), to perform the performance of 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 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 thereby 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 compliance with the provisions hereof or thereof consummation by each Buyer willSeller of the transactions contemplated hereby and thereby, will conflict with or without result in a breach of any of the passage terms, conditions or provisions of time or the giving of notice, or both, (i) conflict with, constitute a breach, violation Seller's Articles of Incorporation or termination of any provision of, or constitute a default under, any material Contracts to which such Buyer is a party or by which it is bound or to which its properties or assets are subjectBy-laws, (ii) result in an acceleration to the best of Seller's knowledge, any statute or increase of any amounts due from such Buyer to any personadministrative regulation, (iii) conflict with any order, writ, injunction, judgment or violate the organizational documents decree of such Buyerany court or any governmental authority or any arbitration award, or (iv) result in except as set forth on Schedule 4.1(d) of the creation Disclosure Schedule, any material contract or imposition agreement by which the Purchased Assets may be bound, nor give rise to any default, acceleration or right of termination under any Lien against such Buyer contract or any of its properties or assets, or (v) violate any Laws or any other restriction of any kind or character applicable to such Buyer or any of its properties or assetsagreement.

Corporate. (a) STC SSI and STI are corporations duly incorporated, organized and subsisting under the laws of the Province of British Columbia. SUI is a corporation duly organizedincorporated, validly existing organized and in good standing subsisting under the Laws laws of the State of Texas, and SXXX is a company duly organized, validly existing and in good standing under the Laws of the British Virgin IslandsDelaware. Each Buyer Vendor has all requisite the corporate power and authority to enter into this Agreement and all other agreements to be executed and delivered by such Buyer hereunder, to perform own its obligations hereunder and thereunder assets and to consummate the transactions contemplated hereby carry on its business and therebyhas made all necessary filings under all Applicable Laws. (b) 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), each Vendor has the power, authority and right to enter into and deliver this Agreement and to transfer the legal and beneficial title and ownership of the Assets to the Purchaser free and clear of all liens, charges, encumbrances and any other agreements contemplated rights of others. (c) Assuming that the sale of the Assets to be executed and delivered the Purchaser is either ratified by each Buyer have been duly authorized by all necessary corporate action and no further approvals are required by a special resolution of SSI or considered a sale that meets the officersrequirements of Section 301(3)(a) of the Business Corporations Act (British Columbia), 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, constitutes a valid and legally binding obligations obligation of each Vendor, enforceable against such Buyer enforceable Vendor in accordance with their its terms against such Buyer, subject to applicable bankruptcy, insolvency, reorganization, moratorium reorganization and other similar laws affecting of general application limiting the enforcement of creditors' ’ rights generally and to the principles fact that specific performance is an equitable remedy available only in the discretion of equity (whether enforcement is sought in a proceeding in equity or at law)the court. (cd) There is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon any Vendor to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Assets other than pursuant to the provisions of this Agreement or pursuant to purchase orders accepted by such Vendor in the usual and ordinary course of the Purchased Business. (e) Neither the execution, entering into nor the delivery or performance of this Agreement and all other agreements contemplated hereby nor the consummation completion of the transactions contemplated hereby or thereby nor compliance with by any Vendor will result in the provisions hereof or thereof by each Buyer will, with or without the passage of time or the giving of notice, or both, violation of: (i) conflict with, constitute a breach, violation any of the provisions of the constating or termination charter documents of such Vendor; (ii) any provision of, agreement or constitute a default under, any material Contracts other instrument to which such Buyer Vendor is a party or by which it such Vendor is bound or subject to which its properties or assets are subject, (ii) result obtaining the consents set out in an acceleration or increase of any amounts due from such Buyer to any person, Schedule 3.01(1)(e); or (iii) conflict with any Applicable Law in respect of which such Vendor must comply. (f) The Vendors do not have any subsidiaries other than the Subsidiaries, and none of the Subsidiaries has any assets or violate the organizational documents of such Buyer, (iv) result in the creation or imposition of any Lien against such Buyer or liabilities nor carries on any of its properties or the Purchased Business except as set out in Schedule 3.01(1)(f), and SmarTire Europe, Limited has no assets, rights, licenses or (v) violate any Laws or any other restriction of any kind or character applicable goodwill necessary to such Buyer or carry on any of its properties or assetsthe Purchased Business.