Common use of Incorporation and Authority of Seller Clause in Contracts

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. (a) Seller is a Delaware corporationcorporation duly incorporated and validly existing under the Laws of the State of Delaware. Seller is in good standing under the Laws of Delaware, except to the extent any failure to be so would not, individually or in the aggregate, reasonable be expected to have a material adverse effect on the Business or materially delay the consummation of the Closing. Each Business Transferor is a corporation or other legal entity duly incorporatedincorporated or organized, validly existing and in good standing under the Laws of Delawarethe jurisdiction in which it is incorporated or organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except to the extent any such failure would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Business, taken as a whole, or prevent or materially delay the consummation of the Closing. (b) Each of Seller and the Business Transferors has all requisite corporate or other entity power to enter into, consummate the Transactionstransactions contemplated by, and carry out its obligations under, each of this Agreement and the Ancillary Transaction Agreements to which Seller it is or will be a party. The execution and delivery by Seller and each Business Transferor of this Agreement the Transaction Agreements to which it is or will be a party, and the consummation by Seller and each Business Transferor of the Transactions transactions contemplated by, and the performance by Seller and each Business Transferor of its obligations under, this Agreement such Transaction Agreements have been duly authorized by all requisite corporate action or other entity action, as applicable, on the part of SellerSeller and each Business Transferor. The This Agreement has been, and upon execution and delivery by Seller and each Acquired Company of each of the Ancillary other Transaction Agreements to which Seller and each Acquired Company Business Transferor is or will be a party, the consummation such other Transaction Agreements will be, duly executed and delivered by Seller and each Acquired Company Business Transferor, and this Agreement constitutes, and upon execution and delivery of the Transactions, and the performance by Seller and each Acquired Company of its obligations under, the Ancillary other Transaction Agreements to which Seller and each Acquired Company Business Transferor 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 such 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 Transaction Agreements to which Seller is or will be a party will be) duly executed and delivered by Seller, and constitute (assuming due authorization, execution and delivery by each other party to this Agreement or the Ancillary Agreementssuch Transaction Agreement), 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 SellerSeller and each Business Transferor, enforceable against Seller and each Business Transferor 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. (a) Seller is a Delaware corporation, private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) duly incorporated, validly existing and in good standing incorporated under the Laws of Delawarethe former Netherlands Antilles and currently existing under the Laws of Curaçao. (b) Seller has all requisite corporate full power and authority to enter intointo and, consummate provided that the TransactionsParent Shareholder Approval is obtained, and carry out its obligations under, each of perform this Agreement and the Ancillary Agreements other Transaction Documents to which Seller it is or will be a party. The execution party and delivery all other documents executed 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 which are 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 each of which Seller is or will be a party will constituteconstitutes (when executed) the legal, valid and binding obligation obligations of Seller, Seller and is enforceable against Seller in accordance with its respective terms. (c) Provided that the Required Governmental Approvals and the Parent Shareholder Approval are obtained, subject to the effect execution, delivery and performance by Seller of the Transaction Documents does not and will not constitute a breach of any applicable bankruptcyLaws in any relevant jurisdiction or result in a breach of or constitute a default under (i) any provision of the articles of association or equivalent constitutional documents of Seller or any Acquired Company; (ii) any Judgment by which Seller or any Acquired Company is bound; or (iii) any material Contract to which Seller or any Acquired Company other than Petrodelta, reorganizationor, insolvencyto Seller’s Knowledge, moratoriumPetrodelta, rehabilitationis a party or by which it is bound. (d) Provided that the Required Governmental Approvals and the Parent Shareholder Approval are obtained, liquidationnone of Seller, fraudulent conveyance any Acquired Company other than Petrodelta, or, to Seller’s Knowledge, Petrodelta, is or similar Laws relating will be required to give any notice to or affecting creditors’ rights generally make any filing with or obtain any license or any permit, consent, waiver or other authorization from any Person in connection with the execution, delivery and subject, as to enforceability, to performance of the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)Transaction Documents.