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. 9 Section 5.2. No Conflict................................................. 10 Section 5.3. Consents and Approvals...................................... 10 Section 5.4. Absence of Litigation....................................... 10 Section 5.5.
Incorporation and Authority of Seller. (a) Seller is a Delaware corporation, duly incorporated, validly existing and in good standing under the Laws of Delaware.
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. 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 is duly qualified as a corporation to do business in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except for such failures to be so qualified that would not have a Material Adverse Effect on Seller. 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. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite power and authority, corporate and otherwise, to enter into this Agreement and each of the Closing Agreements, to carry out and perform its obligations hereunder and to consummate the transactions contemplated hereby.
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.
Incorporation and Authority of Seller. USA Seller is a limited liability company duly organized and validly existing under the laws of the State of Delaware. Canadian Seller is a corporation duly organized and validly existing under the laws of the Province of New Brunswick, Canada. Subject to approval by the Bankruptcy Court and the Canadian Insolvency Court, each of USA Seller and Canadian Seller has the requisite power and authority (i) to own its properties and assets and carry on the Business and the operation of the USA Remaining Stores as currently conducted and (ii) to execute and deliver this Agreement, the Related Agreements and the documents and instruments contemplated hereby and thereby 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. 9 3.02. Organization and Qualification of the Company.................10 3.03. Membership Interests of the Company...........................10 3.04. Subsidiaries..................................................11 3.05.
Incorporation and Authority of Seller. The Seller is a corporation 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 Seller is duly qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such qualification necessary, except to the extent that the failure to be so qualified would not have a Material
