Good Standing; Authority. The Borrower and each Subsidiary (if either is not an individual) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed. The Borrower and each Subsidiary is duly authorized to do business in each jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and has the power and authority to own each of its assets and to use them in the ordinary course of business now and in the future.
Good Standing; Authority. Borrower is an entity or sole proprietor (i) duly organized and existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duly qualified, in good standing and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future.
Good Standing; Authority. The signatures on behalf of the parties to this Agreement affirm that each is duly authorized to act on behalf of and to bind the party each signature represents.
Good Standing; Authority. If requested by Lender, Borrower shall have provided Lender with evidence that Borrower and any entity Guarantor(s) are in good standing under the laws of their state of formation and in each state in which any Collateral is located and that the Persons executing this Modification and the other documents or instruments contemplated hereby, other than Lender, are duly authorized to do so.
Good Standing; Authority. Each of the parties represents and warrants to the other that:
(a) it is duly formed and validly existing under the laws of its state of formation,
(b) it is duly qualified to do business in the State of Colorado and is in good standing under applicable state laws, and
(c) the individuals executing this Agreement on behalf of the respective parties are authorized and empowered to bind the party on whose behalf each such individual is signing.
Good Standing; Authority. (a) The Buyer is a corporation validly existing, duly incorporated and in good standing under the laws of the State of Michigan, United States of America.
(b) The Buyer has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations under this Agreement. The Buyer does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any third party, or need to give any notice to, make any filing with, or obtain any Governmental Authorization from, any Governmental Authority in order for the it to consummate the transactions contemplated by this Agreement, other than as otherwise specified in the Agreement.
(c) Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated by this Agreement shall: (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority, or court to which Buyer is subject; or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any Contract, license, instrument, or other arrangement to which Buyer is a party or by which it is bound or to which any of its assets is subject.
(d) All corporate actions taken and which will be taken in connection with the Agreement have been duly authorized by all required corporate actions and the Buyer has not taken any action that, in any respect, conflicts with, constitutes a default under or results in any violation of any provision of its articles of association or by-laws.
(e) The Buyer’s authorized representative has all the necessary corporate powers to enter into this Agreement.
Good Standing; Authority. (i) Next Metrology is a limited liability company, validly existing, duly incorporated and in good standing under the laws of the Czech Republic.
(ii) No resolution has been passed or will be passed prior to Completion to approve the winding up of Next Metrology.
(iii) Next Metrology has all the necessary powers and authority to own, operate, use, license or lease its assets and to carry on its business activity as it has been and is currently carried on.
(iv) All corporate actions taken and which will be taken by Next Metrology in connection with this Agreement have been duly authorized and the Seller and Next Metrology have not taken any action that, in any respect, conflicts with, constitutes a default under or results in any violation of any provision of law or of their articles of association, by-laws or any other internal document.
Good Standing; Authority. The Buyer is a corporation validly existing, duly incorporated and in good standing under the laws of the Commonwealth of Massachusetts; the Buyer has all necessary corporate powers to enter into this Agreement and to perform any and all of its obligations under this Agreement and the other Transaction Documents to which it is a party, and the person who has executed this Agreement on behalf of the Buyer is a duly authorised representative of the same vested with full powers to bind it in relation to any and all of such obligations and each of the other Transaction documents to which it is a party.
Good Standing; Authority. The Seller is a corporation validly existing and duly incorporated under the laws of Italy; the Seller has all necessary corporate powers to enter into this Agreement and to perform any and all of its obligations under this Agreement, and the person who has executed this Agreement on behalf of the Seller is a duly authorised representative of the same vested with full powers to bind it in relation to any and all of such obligations and each of the other transaction documents to which it is a party.
Good Standing; Authority. Each of the Parties represents and warrants to the other
(a) that it is duly formed and validly existing under the laws of Arizona; and (b) that the individuals executing this Agreement on behalf of their respective Parties are authorized and empowered to bind the Party on whose behalf each such individual is signing.
