Due Incorporation and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party and perform its obligations hereunder and thereunder. Each Designee of Buyer is, or on the Closing Date will be, a corporation duly incorporated, validly existing and in good standing to the extent that the concepts of due incorporation, valid existence and good standing exist in the relevant jurisdiction, under the laws of the jurisdiction of its incorporation and has, or on the Closing Date will have, all requisite corporate power and authority to consummate the applicable transactions contemplated by the Transaction Agreements.
Due Incorporation and Power. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New Jersey and has all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements (and together with this Agreement, the "Transaction Agreements") to which it is a party, perform its obligations hereunder and thereunder and own, operate and lease its properties and assets constituting the Business and to carry on the Business as it is now being conducted. Complete and correct copies of Seller's Certificate of Incorporation and By-laws, each as amended to date, have been made available to Buyer. Each of Bxxx Xxxxxxx and Bxxx International and any subsidiary of Seller (other than the Subsidiaries) that will be conveying Assets to Buyer pursuant to Section 1.1 or assuming Liabilities pursuant to Section 4.18 is, or on the Closing Date will be, a corporation duly incorporated, validly existing and in good standing to the extent that the concepts of due incorporation, valid existence and good standing exist in the relevant jurisdiction, under the laws of the jurisdiction of its incorporation and has, or on the Closing Date will have, all requisite corporate power and authority to consummate the
Due Incorporation and Power. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Seller (i) has all requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and (ii) is duly qualified to transact business in each jurisdiction in which it is required to be so qualified.
Due Incorporation and Power. COVR is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now being conducted and to own, lease and operate its properties as and in the places where such business is now conducted and such properties are now owned, leased or operated. COVR has all requisite corporate power to execute and deliver this Agreement and the Warrants, and to perform its obligations under each such agreement.
Due Incorporation and Power. The Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Florida and has all requisite corporate power and authority to enter into this Agreement to which it is a party and perform its obligations hereunder.
Due Incorporation and Power. The Company is a corporation duly organized and validly existing under the laws of the state of Israel (with respect to any of its subsidiaries, any other relevant jurisdiction, as applicable) and has the power to own and lease its properties and to carry on its business as now being conducted and as proposed to be conducted.
