Existence and Good Standing; Authority; Binding Obligation Sample Clauses

Existence and Good Standing; Authority; Binding Obligation. 3.2.1. Each WSI Entity is an organization duly organized, validly existing and in good standing (where such concept is recognized) under the laws of its jurisdiction of incorporation or organization. Assuming in each case valid execution and delivery by the parties thereto (other than WSI), this Agreement constitutes legal, valid and binding obligations of WSI enforceable against WSI in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws in effect from time to time relating to or affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) (the “Enforcement Qualifications”).
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Existence and Good Standing; Authority; Binding Obligation. 4.2.1. Each IESI-BFC Entity is an organization duly organized, validly existing and in good standing (where such concept is recognized) under the laws of its jurisdiction of incorporation or organization. Assuming in each case valid execution and delivery by the parties thereto (other than the IESI-BFC Entities), this Agreement constitutes legal, valid and binding obligations of each IESI-BFC Entity that is a party thereto enforceable against each such IESI-BFC Entity in accordance with its terms, except as may be limited by the Enforcement Qualifications.
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Existence and Good Standing; Authority; Binding Obligation. 3.2.1. Each IESI Entity is an organization duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each IESI Entity has the full legal right, power and authority to execute and deliver the Transaction Documents to which it is or will be a party and to perform its obligations thereunder, including the completion of the relevant Transactions. Assuming in each case valid execution and delivery by the other parties thereto, this Agreement constitutes and, when executed and delivered by the relevant IESI Entities, as applicable, each of the other Transaction Documents will constitute, legal, valid and binding obligations of each IESI Entity that is a party thereto enforceable in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws in effect from time to time relating to or affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) (the “Enforcement Qualifications”).
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Existence and Good Standing; Authority; Binding Obligation. 4.2.1. Each BFI Entity is an organization duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each BFI Entity has the full legal right, power and authority to execute and deliver the Transaction Documents to which it is or will be a party and to perform its obligations thereunder, including the completion of the relevant Transactions. Assuming in each case valid execution and delivery by the other parties thereto, this Agreement constitutes and, when executed and delivered by the relevant BFI Entities, as applicable, each of the other Transaction Documents will constitute, legal, valid and binding obligations of each BFI Entity that is a party thereto enforceable in accordance with its terms, except as the same may be limited by the Enforcement Qualifications.
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Existence and Good Standing; Authority; Binding Obligation. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Canada and the State of New York, respectively. Each of Parent and Purchaser has full legal and corporate power and authority to make, execute, deliver and perform this Agreement, including the consummation of the Merger, and each of the other agreements, instruments and other documents delivered pursuant hereto or otherwise in connection herewith, and this Agreement and each such other document has been duly authorized and approved by all required corporate action of Parent and Purchaser This Agreement and any other documents or instruments delivered herewith or pursuant hereto or otherwise contemplated herein have been duly authorized, executed and delivered by Parent and Purchaser and (assuming valid execution and delivery by the Company), and acceptance for filing by the New York Secretary of State of the New York Certificate of Merger, each constitutes the legal, valid and binding obligation of Parent and Purchaser enforceable in accordance with its terms. Each of Parent and Purchaser has provided to the Company a copy of a resolution adopted by each of their respective Boards of Directors and Parent as sole shareholder of Purchaser duly certified by an appropriate corporate officer authorizing it to execute, deliver and perform its obligations under this Agreement, including the consummation of the Merger, and each other instrument or other document delivered herewith or otherwise pursuant hereto or otherwise contemplated herein. The execution and delivery hereof and of each such other document and performance of each of Parent's and Purchaser's obligations hereunder and thereunder and otherwise in connection herewith and therewith, and the consummation of the transactions contemplated hereby and thereby, do not require the consent or approval of (i) any governmental or regulatory authority, or (ii) any other entity, except for the acceptance for filing by the New York Secretary of State of the New York Certificate of Merger, and as will already have been obtained at or prior to the Effective Time.
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Related to Existence and Good Standing; Authority; Binding Obligation

  • Authority; Binding Obligation Each of Acquiror and Acquiror Sub has all requisite power, authority and legal capacity to execute and deliver this Agreement and each of the other agreements, documents, certificates or other instruments contemplated hereby (the “Acquiror Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Acquiror and Acquiror Sub of this Agreement, the execution, delivery and performance by Acquiror and Acquiror Sub of the Acquiror Documents, and the consummation by Acquiror and Acquiror Sub of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action, and no other corporate proceeding on the part of Acquiror or Acquiror Sub is necessary to authorize this Agreement and the Acquiror Documents, or to consummate the transactions contemplated hereby and thereby, other than the approval and adoption of this Agreement by Acquiror in accordance with Delaware law and Acquiror Sub in accordance with Nevada Law and Acquiror’s certificate of incorporation and bylaws and Acquiror Sub’s articles of incorporation and bylaws. This Agreement has been, and the Acquiror Documents will be at or prior to the Closing, duly executed and delivered by Acquiror and Acquiror Sub. This Agreement constitutes, and the Acquiror Documents when so executed and delivered, will constitute a legal, valid and binding obligation of Acquiror and Acquiror Sub, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws, affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

  • Existence; Good Standing; Authority; Compliance With Law Kimco and Merger Sub are corporations, and each is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. Kimco is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of Kimco and its Subsidiaries taken as a whole (a "Kimco Material Adverse Effect"). Kimco has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as it is now being conducted. Each of Kimco's Subsidiaries is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, company or partnership power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a Kimco Material Adverse Effect. Neither Kimco nor any or its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which Kimco or any of its Subsidiaries or any of their respective properties or assets is subject, where such violation would have a Kimco Material Adverse Effect. To the knowledge of the executive officers of Kimco, Kimco and its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, where the failure to obtain any such item or to take any such action would have a Kimco Material Adverse Effect. True and correct copies of Kimco's and its Subsidiaries' charter, bylaws, organization documents, and partnership and joint venture agreements have been previously delivered or made available to Price REIT.

  • Existence and Good Standing Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada. Buyer is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of all other jurisdictions in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary.

  • Organization, Existence and Good Standing Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware and has full corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as presently conducted.

  • Power and Authority; Binding Obligation The Seller has the power and authority to execute and deliver this Receivables Purchase Agreement and to carry out its terms; and the execution, delivery and performance of this Receivables Purchase Agreement has been duly authorized by the Seller by all necessary action. This Receivables Purchase Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general equitable principles.

  • Authority and Binding Obligation (i) Seller has full power and authority to execute and deliver this Agreement and all other documents to be executed and delivered by Seller pursuant to this Agreement (the “Seller Documents”), and to perform all obligations of Seller under each of the Seller Documents, (ii) the execution and delivery by the signer on behalf of Seller of each of the Seller Documents, and the performance by Seller of its obligations under each of the Seller Documents, has been duly and validly authorized by all necessary action by Seller, and (iii) each of the Seller Documents, when executed and delivered, will constitute the legal, valid and binding obligations of Seller enforceable against Seller in accordance with its terms, except to the extent Purchaser itself is in default thereunder.

  • Authorization; Binding Obligation Seller has the power and authority to make, execute, deliver and perform this Agreement and the other Transaction Documents to which the Seller is a party and all of the transactions contemplated under this Agreement and the other Transaction Documents to which the Seller is a party, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Seller is a party. This Agreement and the other Transaction Documents to which the Seller is a party constitute the legal, valid and binding obligation of Seller enforceable in accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies.

  • Existence; Good Standing It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all requisite power and authority to own and operate its properties and to conduct its business, as conducted and planned to be conducted as of the date hereof.

  • Authorization; Binding Obligations The Servicer has the power and authority to make, execute, deliver and perform this Agreement and the other Transaction Documents to which the Servicer is a party and all of the transactions contemplated under this Agreement and the other Transaction Documents to which the Servicer is a party, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Servicer is a party. This Agreement and the other Transaction Documents to which the Servicer is a party constitute the legal, valid and binding obligation of the Servicer enforceable in accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies.

  • Legal Existence and Good Standing The Borrower shall, and shall cause each of its Subsidiaries to, maintain its legal existence and its qualification and good standing in all jurisdictions in which the failure to maintain such existence and qualification or good standing could reasonably be expected to have a Material Adverse Effect.

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