Incorporation and Authority of Seller. (a) Seller is a Delaware corporation, duly incorporated, validly existing and in good standing under the Laws of Delaware.
(b) Seller has all requisite corporate power to enter into, consummate the Transactions, and carry out its obligations under, each of this Agreement and the Ancillary Agreements to which Seller is or will be a party. The execution and delivery by Seller of this Agreement and the consummation by Seller of the Transactions by, and the performance by Seller of its obligations under, this Agreement have been duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by Seller and each Acquired Company of each of the Ancillary Agreements to which Seller and each Acquired Company is or will be a party, the consummation by Seller and each Acquired Company of the Transactions, and the performance by Seller and each Acquired Company of its obligations under, the Ancillary Agreements to which Seller and each Acquired Company is or will be a party, have been duly authorized by all requisite corporate action on the part of Seller and each Acquired Company (including the approval of Seller’s board of directors). No other corporate proceedings on the part of Seller or any Acquired Company, and no other votes or approvals of any class or series of Capital Stock of Seller or any Acquired Company, are necessary to authorize this Agreement or to consummate the Transactions. This Agreement has been (and on or prior to the Closing, the Ancillary Agreements to which Seller is or will be a party will be) duly executed and delivered by Seller, 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 Closing, the Ancillary Agreements to which Seller is or will be a party will constitute) the legal, valid and binding obligation of Seller, enforceable against Seller 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 considered in a proceeding in equity or at law).
Incorporation and Authority of Seller. Seller is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Should the consummation of the Viacom Transaction occur prior to the Closing Date and if necessary, Seller shall be duly qualified to do business in the State of Michigan prior to the Closing. The execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and (assuming due authorization, execution and delivery by Purchaser) this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject, as to enforceability, to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar Laws affecting creditors' rights generally and to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).
Incorporation and Authority of Seller. Seller is a corporation duly incorporated and validly existing under the laws of Georgia. Seller has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization. execution and delivery by Purchaser) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Incorporation and Authority of Seller. 7 Section 3.2. No Conflict................................................. 7 Section 3.3. Consents and Approvals...................................... 7 Section 3.4. Absence of Litigation....................................... 8 Section 3.5. HTS Partnership Interest.................................... 8 Section 3.6. Brokers..................................................... 8 Section 3.7.
Incorporation and Authority of Seller. (a) Seller is a duly formed limited partnership, validly existing and in good standing under the Laws of the State of Colorado and has all necessary partnership power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all requisite partnership action on the part of Seller.
(b) This Agreement has been duly executed and delivered by Seller and (assuming due authorization, execution and delivery by Purchaser) constitutes the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with its terms, subject, as to enforceability, to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar Laws affecting creditors' rights generally and to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).
Incorporation and Authority of Seller. (a) Seller Guarantor is a corporation, validly existing and in good standing under the Laws of the State of Delaware and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller Guarantor, the performance by Seller Guarantor of its obligations hereunder and the consummation by Seller Guarantor of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Seller Guarantor.
Incorporation and Authority of Seller. Each Seller is a company incorporated and validly existing under the laws of its relevant jurisdiction.
Incorporation and Authority of Seller. 1.1 The Seller is a company incorporated and validly existing under the laws of the jurisdiction of its incorporation and has full power to carry on its business as it is carried on at the date of this Agreement.
1.2 The Seller has the necessary power and authority to enter into and perform this Agreement and the Seller has the necessary power and authority to enter into and perform the other Transaction Documents to which it is a party, each of which is valid and legally binding and constitutes (when executed) valid and legally binding obligations of the Seller in accordance with its respective terms.
1.3 The execution, delivery and performance by the Seller of the Transaction Documents will not result in a breach which is material in the context of the Transaction of (i) any provision of the articles of association of the Seller or (ii) any order, judgment or decree of any court or governmental authority by which the Seller is bound.
1.4 The execution, delivery and performance of the Seller’s obligations under the Transaction Documents will not require it to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or regulatory authority which has not been obtained or made at the date of this Agreement on a basis both unconditional and which cannot be revoked, provided that this paragraph 1.4 shall not extend to those consents or approvals from anti-trust, governmental or regulatory authorities referred to in the Conditions in Schedule 2 (Conditions).
1.5 No order has been made, petition presented or resolution passed for the winding up of the Seller. No administrator nor any receiver or manager has been appointed by any person in respect of the Seller or all or any of its assets and no steps have been taken to initiate any such appointment and no voluntary arrangement has been proposed nor, so far as the Seller is aware, are there any valid grounds or circumstances on the basis of which any such procedure may be requested.
Incorporation and Authority of Seller. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California. Seller has the requisite power and authority to execute and deliver this Agreement and the documents and instruments contemplated hereby and to perform and comply with all of the terms, conditions and covenants to be performed and complied with by it hereunder and thereunder.
Incorporation and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement, the performance by Seller of its obligations hereunder, and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Purchaser) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to general equitable principles and except as enforceability of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to creditor's rights.
