Incorporation and Authority of Sellers. Each Seller is an entity duly organized, validly existing and in good standing (to the extent such a concept exists in the jurisdiction of such entity’s formation) under the Laws of its jurisdiction of organization. Each Seller is duly qualified to do business in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the Business. Each Seller has all necessary power and authority to enter into this Agreement and the Ancillary Agreements, to the extent it will be a party thereto, to carry out and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Seller of this Agreement and the Ancillary Agreements, to the extent it will be a party thereto, and the consummation by such Seller of the transactions contemplated on its part hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of such Seller and no other action on the part of such Seller is necessary to authorize this Agreement and the Ancillary Agreements, to the extent such Seller will be a party thereto, and the consummation by such Seller of the transactions contemplated on its part hereby and thereby. This Agreement has been duly executed and delivered by each Seller, and the Ancillary Agreements will, at the Closing, be duly executed and delivered by each such Seller to the extent it is party thereto, and (assuming due authorization, execution and delivery by each other party thereto) this Agreement constitutes, and when executed and delivered by each such Seller, to the extent it is party thereto, the Ancillary Agreements will constitute, legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with their terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity). The Dormant Entity has not conducted any business for at least three (3) years and does not have any Liabilities.
Incorporation and Authority of Sellers. 1.1 Each such Seller is a company duly incorporated and validly existing under the laws of their respective jurisdictions of incorporation.
Incorporation and Authority of Sellers. 1.1 The Corporate Seller is a company or other body corporate duly incorporated and validly existing under the laws of the jurisdiction of its incorporation.
Incorporation and Authority of Sellers. Each of the Sellers and the Singapore Companies is a corporation duly incorporated, validly existing and, in cases of corporations incorporated in the United States, in good standing, under the Laws of the jurisdiction of its incorporation or organization. Each Seller has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and the Ancillary Agreements to which it is a party, the performance by each of them (as applicable) of their respective obligations hereunder and thereunder and the consummation by each of them (as applicable) of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each Seller. This Agreement has been and, when executed and delivered at the Closing, the Ancillary Agreements to which each applicable Seller is a party will be, duly executed and delivered by the applicable Seller and, assuming due authorization, execution and delivery by Purchasers, this Agreement constitutes, and at the Closing the Ancillary Agreements will constitute, the legal, valid and binding obligation of each applicable Seller, enforceable against each applicable Seller in accordance with their respective 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). Prior to the date of this Agreement, Viacom has delivered to Livewire true and correct copies of the Certificate of Incorporation and the Bylaws (or similar instruments with different names) of each of the Singapore Companies as in effect as of the date of this Agreement.
Incorporation and Authority of Sellers. Each Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California 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 Sellers of this Agreement, the satisfaction and performance by Sellers of their respective covenants and obligations hereunder, and the consummation by Sellers of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Sellers. This Agreement has been duly executed and delivered by Sellers, and (assuming due authorization, execution and delivery by Buyer) constitutes the legal, valid and binding obligation of Sellers, enforceable against them 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.
