Existence and Authorization. If the Seller is not an individual, the Seller is validly existing under the laws of its jurisdiction of formation, continuance, incorporation or organization and has all necessary power, authority and capacity to enter into this Agreement and to carry out its obligations hereunder.
Existence and Authorization. The Offeror is duly incorporated and validly existing under the Laws of its jurisdiction of incorporation and has the requisite legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
Existence and Authorization. (a) Each Seller is a company duly incorporated and validly existing under the laws of the Commonwealth of The Bahamas and has all corporate powers required to carry on its business as presently conducted.
(b) This Agreement and all the agreements entered into in connection with this Agreement have been duly executed by each Seller and constitute legal, valid and binding obligations of each Seller, enforceable against such Seller in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity.
(c) The execution and performance by each Seller of this Agreement and all the agreements entered into in connection with this Agreement are within its corporate powers, do not *****Commercial terms omitted and filed separately with the Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2. †††††Personal information omitted and filed separately with the Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2. 39 violate its articles of association and have been duly authorized by all necessary corporate action on its part.
(d) Subject to the satisfaction of the relevant Conditions Precedent, the execution and performance of this Agreement and all the agreements entered into in connection with this Agreement by Sellers, to Sellers’ Knowledge:
(i) do not violate any applicable law or decision by any Governmental Entity applicable to the Transferred Interests and require no approval or consent by any Governmental Entity which Sellers have not obtained; and
(ii) do not violate any agreement or instrument under which Sellers are bound in relation to the Transferred Interests or the Material Contracts, which will have a materially adverse effect on any of the Transferred Interests.
(e) There is no lawsuit (including litigation, arbitration or contentious administrative proceedings) in respect of which proceedings have been issued, or investigation or proceeding in respect of which notice of its commencement has been given to or by Sellers or, to Sellers’ Knowledge in each case, threatened in writing by or against Sellers before or by any Governmental Entity or any third party which in any manner challenges or seeks to prevent, materially alter or materially delay the transactions contemplated by this Agreement.
(f) No bankruptcy or insolvency proceedings have been issued with respect to Sellers and no Seller is required to file for bankruptcy o...
Existence and Authorization. Borrower is a limited liability company, validly organized and lawfully existing under the laws of Delaware, and qualified to do business and in good standing under the laws of the State of California. Borrower has the requisite power and authority to execute, deliver, and perform the Loan Documents. The execution, delivery, and performance by Borrower of the Loan Documents have been duly authorized by all requisite corporate action by or on behalf of Borrower and will not conflict with, or result in a violation of or a default under, the Organizational Documents of Borrower.
Existence and Authorization. Borrower is a nonprofit corporation, validly organized and lawfully existing under the laws of Texas, and qualified to do business and in good standing under the laws of the State of Texas. Xxxxxxxx has the requisite power and authority to execute, deliver, and perform the Loan Documents. The execution, delivery, and performance by Borrower of the Loan Documents have been duly authorized by all requisite corporate action by or on behalf of Borrower and will not conflict with, or result in a violation of or a default under, the Organizational Documents of Borrower.
Existence and Authorization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority to execute, deliver and perform the Company’s obligations under this Agreement and all agreements, instruments and documents contemplated hereby. This Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency or other equitable remedies.
Existence and Authorization. Seller (a) is duly organized and validly existing under the laws of its jurisdiction of organization or incorporation and (b) has full power and authority to execute, deliver and perform its obligations under the Operative Documents to which it is a party.
Existence and Authorization. Buyer (a) is duly organized and validly existing under the laws of its jurisdiction of organization or incorporation, (b) is in good standing under such laws, and (c) has full power and authority to execute, deliver and perform its obligations under the Operative Documents to which it is a party.
Existence and Authorization. (A) Such party is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is qualified as a foreign corporation in each jurisdiction where it conducts business where such qualification is required, except where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect;
(B) Such party has delivered to Party A true and complete copies of its organizational documents as amended or amended and restated through the date hereof and as in effect on the date hereof;
(C) Such party has the full corporate power and corporate authority to execute and deliver this Agreement and the other Specified Agreements and to perform its obligations hereunder and thereunder; and
(D) The execution, delivery and performance of this Agreement and any other Specified Agreement by such party have been and remain duly authorized by all necessary corporate, limited liability company or partnership action, as applicable, and do not contravene (i) any provision of its organizational documents, (ii) Applicable Law, or (iii) the terms of any Material Contract.
Existence and Authorization. Each Seller is a natural person or entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. Sellers have all necessary right, power, capacity and authority, as applicable, to execute and deliver this Agreement and each of the Non-Competition Agreement and the other certificates and instruments being delivered pursuant to this Agreement (together with this Agreement, the “Transaction Documents”) to be executed and delivered by such Seller to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof. In the case of any Seller that is an entity, the execution, delivery and performance by such Seller of this Agreement and each of the Transaction Documents have been duly authorized by all requisite action in accordance with applicable Law and with the organizational documents of such Seller. Each of this Agreement and the other Transaction Documents have been duly executed and delivered by each Seller and, assuming the due execution and delivery of this Agreement by the other parties, constitutes the legal, valid and binding obligations of each Seller, enforceable against such Seller, in accordance with its terms, subject to (i) the effect of any applicable Law of general application relating to bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights and relief of debtors generally and (ii) the effect of rules of law and general principles of equity, including rules of law and general principles of equity governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in an action in equity or at law).
