Incorporation and Authority of Buyer. (a) Buyer is a limited liability company duly incorporated, organized, validly existing and in good standing under the Laws of the State of Delaware. As of the Closing Date, each other Buyer Party is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated or organized.
(b) Buyer and, as of the Closing Date, each other Buyer Party has all requisite power to enter into, consummate the Transactions, and carry out its obligations under, each of this Agreement and the Ancillary Agreements to which Buyer and each other Buyer Party is or will be a party. The execution and delivery by Buyer of each of this Agreement and the Ancillary Agreements to which Buyer is or will be a party, the consummation by Buyer of the Transactions, and the performance by Buyer of its obligations under, each of this Agreement and the Ancillary Agreements to which Buyer is or will be a party, have been duly authorized by all requisite action on the part of Buyer. As of the Closing Date, the execution and delivery by each Buyer Party of the Ancillary Agreements to which such Buyer Party is or will be a party, the consummation by such Buyer Party of the Transactions, and the performance by such Buyer Party of its obligations under which the Ancillary Agreements to which such Buyer Party will be a party, have been duly authorized by all requisite action on the part of such Buyer Party. This Agreement has been (and on or prior to the Closing, the Ancillary Agreements to which Buyer and each other Buyer Party is or will be a party will be) duly executed and delivered by Buyer and each other Buyer Party, and (assuming due authorization, execution and delivery by each other party to this Agreement or the Ancillary Agreements, as applicable) this Agreement constitutes (and at the Closing, the Ancillary Agreements to which Buyer and each other Buyer Party is or will be a party will constitute) the legal, valid and binding obligation of Buyer and each other Buyer Party, enforceable against Buyer and each other Buyer Party in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is c...
Incorporation and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia and has all requisite power and authority, corporate and otherwise, to enter into this Agreement and each of the Closing Agreements to which it is intended to be a party as reflected on the signature page thereof, to carry out and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
Incorporation and Authority of Buyer. The Buyer is a limited liability company organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite limited liability company power to execute, deliver and perform its obligations under the Buyer Transaction Agreements (including the consummation of the Buyer Transactions). The execution, delivery and performance of the Buyer Transaction Agreements by the Buyer have been duly authorized by all requisite limited liability company action on the part of the Buyer, and no equityholder or other similar approval is required in connection with the Buyer’s execution, delivery and performance of the Buyer Transaction Agreements. This Agreement has been, and upon execution and delivery thereof, the other Buyer Transaction Agreements will be, duly and validly executed and delivered by the Buyer, and (assuming due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and upon execution and delivery thereof, the other Buyer Transaction Agreements will constitute, legal, valid and binding obligations of the Buyer enforceable against Buyer in accordance with their respective terms, subject to the Bankruptcy and Equity Exception.
Incorporation and Authority of Buyer. Buyer is a corporation or other organization duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has all necessary corporate power to enter into the Transaction Agreements and to consummate the transactions contemplated by, and to carry out its obligations under, the Transaction Agreements. The execution and delivery of the Transaction Agreements by Buyer, the consummation by Buyer of the transactions contemplated by, and the performance by Buyer of its obligations under, the Transaction Agreements have been duly authorized by all requisite corporate action on the part of Buyer. The Transaction Agreements have been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) the Transaction Agreements constitute legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their terms, subject to the Bankruptcy and Equity Exception.
Incorporation and Authority of Buyer. 43 Section 4.2
Incorporation and Authority of Buyer. Buyer is a corporation duly incorporated, validly existing and in good standing under the Laws of the state of Maryland. Buyer has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations under this Agreement and to consummate the Merger. The execution and delivery by Buyer of this Agreement, the performance by Buyer of its obligations under this Agreement and the consummation by Buyer of the Merger have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and, assuming due authorization, execution and delivery by Sellers, this Agreement constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except to the extent that validity and enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors' rights generally or by general principles of equity or by principles of public policy.
Incorporation and Authority of Buyer. Buyer is duly organized, validly existing and, to the extent legally applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary power and authority to enter into this Agreement and to consummate the transactions contemplated by, and to carry out its obligations under, the Transaction Documents. The execution and delivery and performance of this Agreement by Buyer, and the consummation of the transactions contemplated by the Transaction Documents, have been duly authorized by all requisite action on the part of Buyer and no other proceedings, consents or approvals on the part of Buyer are necessary to authorize the execution, delivery and performance by Buyer of this Agreement and any other agreements contemplated herein. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by each of the other Parties) constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Incorporation and Authority of Buyer. Each of the U.S. Buyer and the Canadian Buyer is a corporation or other entity duly incorporated or formed, validly existing and, to the extent legally applicable, in good standing under the Laws of its jurisdiction of incorporation or organization and has the requisite corporate or entity power to execute, deliver and perform its obligations under the Buyer Transaction Agreements (including the consummation of the Buyer Transactions) to which it is party in accordance with the terms of thereof. The execution, delivery and performance each of the U.S. Buyer and the Canadian Buyer of the Buyer Transaction Agreements have been duly authorized by all requisite corporate or other action on the part of the U.S. Buyer and the Canadian Buyer, as applicable, and no further shareholder or other similar approval is required in connection with of the U.S. Buyer and the Canadian Buyer’s execution, delivery and performance of the Buyer Transaction Agreements, as applicable. This Agreement has been duly and validly executed and delivered by Buyer, and upon execution and delivery thereof, the other Buyer Transaction Agreements will be duly and validly executed and delivered by of the U.S. Buyer and the Canadian Buyer, and (assuming due authorization, execution and delivery thereof by the other parties hereto and thereto) this Agreement constitutes, and upon execution and delivery thereof, the other Buyer Transaction Agreements will constitute, legal, valid and binding obligations of the U.S. Buyer and the Canadian Buyer enforceable against of the U.S. Buyer and the Canadian Buyer in accordance with their respective terms, subject to the Bankruptcy and Equity Exception.
Incorporation and Authority of Buyer. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Utah and has all necessary corporate power and authority to enter into this Agreement, to satisfy and perform its covenants and obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement, the satisfaction and performance by Buyer of its covenants and obligations hereunder, and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Sellers) constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except to the extent that (i) the availability of equitable remedies is subject to the discretion of applicable judicial authority, and (ii) enforceability may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to the rights of creditors generally.
Incorporation and Authority of Buyer. (a) Buyer is a company duly incorporated and validly existing under the Laws of Indonesia and has the necessary power and authority to enter into and perform the Transaction Documents to which it is a party and all other documents executed by Buyer which are to be delivered at Closing.
(b) The execution, delivery and performance by Buyer of the Transaction Documents will not result in a breach of (i) any provision of the articles of association or equivalent constitutional documents of Buyer; or (ii) any Law or any order, judgment or decree of any court or Governmental Authority by which Buyer is bound. Each of the Transaction Documents to which Buyer is party constitutes the valid and binding obligations of Buyer and is enforceable against Buyer in accordance with its respective terms.
(c) Provided that the Buyer Shareholder Approval is obtained, Buyer is not nor will it be required to obtain any permit, consent, waiver or other authorization from any governmental or regulatory authority in connection with the execution, delivery and performance of the Transaction Documents to which Buyer is party.
(d) No order has been made, petition presented or resolution passed for the winding up of Buyer. No administrator nor any receiver or manager has been appointed by any Person in respect of Buyer or all or any of its assets and, so far as Buyer is aware, no steps have been taken to initiate any such appointment and no voluntary arrangement has been proposed. Buyer has not become subject to any analogous proceedings, appointments or arrangements under the Laws of any applicable jurisdiction.
