Due Incorporation; Authority. Purchaser has been duly incorporated and is validly existing in good standing under the laws of the State of California. Purchaser has the corporate power and corporate authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement, and the performance of Purchaser's obligations hereunder, have been duly authorized by all necessary corporate action on the part of Purchaser.
Due Incorporation; Authority. The Purchaser is duly incorporated or otherwise authorized to do business under the relevant laws of the jurisdictions in which it is formed and has full authority to enter into and to perform its obligations under this Agreement.
Due Incorporation; Authority. The Company is duly incorporated or otherwise authorized to do business under the relevant laws of the jurisdictions in which it is formed and has full authority to enter into and to perform its obligations under this Agreement.
Due Incorporation; Authority. Gibralter is a corporation duly ---------------------------- organized, validly existing and in good standing under the laws of the State of North Carolina. Gibralter has all requisite power and authority to conduct its business as currently conducted, and to execute, deliver and perform this Amendment and the Option Agreement and all of the other agreements documents and instruments to be executed by Gibralter in connection with and pursuant to the Option Agreement (collectively, the "Gibralter Related Agreements"). Gibralter's execution, delivery, and performance of the Option Agreement and Gibralter Related Agreements have been duly and validly authorized by all necessary corporate or other action on the part of Gibralter. The Gibralter Related Agreements have been or will be duly executed and delivered by Gibralter and each constitutes or when executed will constitute the legal, valid and binding obligation of Gibralter, enforceable in accordance with its terms against Gibralter, subject to the laws of general application from time to time in effect affecting creditors' rights and to the exercise of judicial discretion in accordance with general equitable principles.
Due Incorporation; Authority. The Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada. The Purchaser has all requisite corporate power and authority to enter into, execute and deliver this Agreement and any other documents to which it is a party and to perform fully its obligations hereunder and thereunder. The Purchaser has taken all actions necessary to authorize it to execute and deliver and perform fully its obligations under this Agreement and any other documents to which it is a party and to consummate the Contemplated Transactions. This Agreement has been validly executed and delivered by the Purchaser and constitutes a valid and binding obligation of the Purchaser, enforceable against such party, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws relating to the enforcement of creditors’ rights generally and to general principles of equity.
Due Incorporation; Authority. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite power and authority to own, lease and operate its properties and to conduct its business as currently conducted, and to execute, deliver and perform this Agreement and all of the other agreements to be executed by it in connection with or pursuant to this Agreement, including the assumption and transfer documents required hereunder (all collectively, the "Related Agreements"). Seller is qualified to do business and is in good standing as a foreign corporation in the jurisdictions set forth on Schedule 3.1(a) hereto, which are the jurisdictions in which the character and location of the Purchased Assets, or the nature of the Business transacted by it, or both, require such qualification. Seller's execution, delivery, and performance of this Agreement and the Related Agreements have been duly and validly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and this Agreement constitutes, and when executed and delivered by Seller, each of the Related Agreements will constitute, the legal, valid and binding obligations of Seller, enforceable in accordance with their respective terms against Seller, except to the extent that such validity, binding effect or enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors' rights generally from time to time in effect and by general equitable principles.
Due Incorporation; Authority. Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New Jersey. Purchaser has all requisite power and authority to own, lease and operate its properties and to conduct its business as currently conducted, and to execute, deliver and perform this Agreement and, as appropriate, the Related Agreements. Purchaser's execution, delivery, and performance of this Agreement and the Related Agreements have been duly and validly authorized by all necessary corporate action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser and this Agreement constitutes, and each of the Related Agreements when executed and delivered by Purchaser, will constitute, the legal, valid and binding obligations of Purchaser, enforceable in accordance with their respective terms against Purchaser, except to the extent that such validity, binding effect or enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors' rights generally from time to time in effect and by general equitable principles.
Due Incorporation; Authority. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has the requisite corporate power and authority to carry on its Business as presently conducted and to own, lease and operate the Assets it owns, leases and operates. Seller is duly qualified and in good standing to do business as a foreign corporation in each jurisdiction in which the property owned, leased or operated by it in connection with the Business or the nature of its operations in such jurisdiction makes such qualification necessary, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. Subject to entry of the Bankruptcy Court Approval Order, Seller has the requisite corporate power and authority to execute and deliver this Agreement and the other transaction documents referred to herein to which it is or at Closing will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Subject to entry of the Bankruptcy Court Approval Order, the execution and delivery of this Agreement and the other transaction documents referred to herein to which Seller is or at Closing will be a party, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly and validly executed and delivered by Seller and constitutes, and when executed and delivered, the other transaction documents referred to herein to which Seller will be a party will constitute, the legal, valid and binding agreements of Seller, enforceable against Seller in accordance with their respective terms, subject to (i) approval by the Bankruptcy Court and (ii) principles of equity.
Due Incorporation; Authority. Buyer is a corporation validly existing and in good standing under the laws of its jurisdiction of incorporation. Buyer has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Buyer has the requisite corporate power and authority to execute and deliver this Agreement and the other transaction documents referred to herein to which it is or at Closing 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 other transaction documents referred to herein to which Buyer is or at Closing will be a party, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and constitutes, and when executed and delivered, the other transaction documents referred to herein to which Buyer will be a party will constitute, the legal, valid and binding agreements of Buyer, enforceable against Buyer in accordance with their respective terms, subject to the possibility that enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereafter in effect relating to creditors’ rights and (ii) principles of equity.
