Existence and Authority of Seller. 5.23.1 Seller is, and will be on the Closing Date, a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has, and will have on the Closing Date, all necessary power and authority to (a) carry on the business for which Seller has been organized, (b) own and operate the Property, and (c) enter into this Agreement and perform Seller's obligations hereunder.
Existence and Authority of Seller. Seller is a corporation, duly formed, validly existing and in good standing under Maryland law. Seller has the requisite power and authority, has taken all actions required by its organizational documents and applicable law, and has obtained all necessary consents, to execute and deliver this Agreement and to consummate the transactions contemplated in this Agreement. Each individual executing this Agreement on behalf of Seller is duly authorized to do so. This Agreement constitutes the legal and binding obligation of Seller and is enforceable in accordance with its terms.
Existence and Authority of Seller. (a) Seller is a corporation validly existing and in good standing under the laws of the State of Minnesota and has full corporate power and corporate authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by Seller have been duly authorized by all necessary corporate proceedings on the part of Seller and Parent, and this Agreement constitutes the valid and legally binding obligation of Seller and Parent, enforceable in accordance with its terms, except to the extent limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or similar laws affecting creditors, rights generally, or by general equitable principles.
Existence and Authority of Seller. Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is organized, with full power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement constitutes legal, valid and binding obligations of Seller, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency or other laws affecting creditors’ rights generally.
Existence and Authority of Seller. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Seller has the full corporate power and authority to carry on the Business as now conducted, to enter into this Agreement and the Collateral Agreements, and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Collateral Agreements by Seller have been duly and validly authorized by all necessary corporate proceedings on the part of Seller. This Agreement constitutes and, when executed and delivered, the Collateral Agreements will constitute, the legal, valid and binding obligations of Seller or, as applicable, a Subsidiary of Seller, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Existence and Authority of Seller. Seller is a corporation --------------------------------- validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to enter into this Agreement and the Collateral Agreements, and to perform its obligations hereunder and thereunder. Except as set forth in Schedule 5.01, Seller is duly qualified as a ------------- foreign corporation and is in good standing as a foreign corporation in all jurisdictions where the properties owned, leased or operated by Seller relating to the Business are located or where the Business is conducted, except where the failure to so qualify or be in good standing is not reasonably likely to have a material adverse effect on the Business or the Purchased Assets or the ability of Seller to perform its obligations hereunder or under any agreement or instrument contemplated hereby. The execution, delivery and performance of this Agreement and, when executed, the Collateral Agreements by Seller have been duly and validly authorized by all necessary corporate proceedings on the part of Seller. This Agreement constitutes and, when executed, the Collateral Agreements will constitute, the legal, valid and binding obligations of Seller, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity.
Existence and Authority of Seller. (a) Seller is a corporation validly existing and in good standing under the laws of the State of Delaware and has full corporate power and corporate authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by Seller have been duly authorized by all necessary corporate proceedings on the part of Seller, and this Agreement constitutes the valid and legally binding obligation of Seller, enforceable in accordance with its terms, except to the extent limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or similar laws affecting creditors, rights generally, or by general equitable principles.
Existence and Authority of Seller. Seller is a corporation --------------------------------- duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Seller has the full corporate power and authority to conduct the Business as it is now conducted, to enter into this Agreement and the Collateral Agreements, and to perform its obligations hereunder and thereunder. Seller is duly qualified to conduct business as a foreign corporation in the State of Texas and in each other jurisdiction in which its ownership or lease of the Purchased Assets or its conduct of the Business requires such qualification under applicable law, except where the failure to be so qualified would not have a Material Adverse Effect (as defined in Section 14.1). The execution, delivery and performance of this Agreement and the Collateral Agreements by Seller and, as applicable, the Assigning Subsidiaries have been duly and validly authorized by all necessary corporate proceedings on the part of Seller and such Assigning Subsidiaries. This Agreement constitutes and, when executed and delivered, the Collateral Agreements will constitute, the legal, valid and binding obligations of Seller and, as applicable, the Assigning Subsidiaries, enforceable against it or them in accordance with their respective terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
