Incorporation, Capacity and Authority. Sinqia is a publicly-held corporation in Brazil, duly organized and validly existing according to the Laws of the Federative Republic of Brazil. The execution of this Agreement was – and the consummation of the operations provided for herein will have been on their respective applicable dates – duly and regularly authorized and approved in accordance with the Applicable Law and the respective organizational documents of Sinqia. This Agreement is a valid and binding obligation for Sinqia and is enforceable against Sinqia in accordance with its terms.
Incorporation, Capacity and Authority. Evertec BR is a company duly organized and validly existing according to the Laws of the Federative Republic of Brazil. The execution of this Agreement was – and the consummation of the operations provided for herein will have been on their respective applicable dates – duly and regularly authorized and approved in accordance with the Applicable Law and the respective organizational documents of Evertec BR. This Agreement is a valid and binding obligation for Evertec BR and Evertec Inc and is enforceable against Evertec BR and Evertec Inc in accordance with its terms. All corporate approvals required for Evertec Inc to sign this Agreement and comply with its obligations herein have been obtained and there is no additional corporate approval required for Evertec Inc to consummate the Transaction that is not expressly mentioned in this Agreement.
Incorporation, Capacity and Authority. Each Key Shareholder is duly organized and validly existing according to the Laws of the Federative Republic of Brazil, of the United States of America or of the Cayman Islands, as applicable. The execution of this Agreement was – and the consummation of the operations provided for herein will have been on their respective applicable dates – duly and regularly authorized and approved in accordance with the Applicable Law and the respective organizational documents of each Key Shareholder, as applicable. This Agreement is a valid and binding obligation for all Key Shareholders and is enforceable against all Key Shareholders in accordance with its terms.
Incorporation, Capacity and Authority. 1.1 Aleph Cayman has been duly incorporated, and is validly existing, under the laws of the Cayman Islands.
1.2 Aleph Cayman has full power, authority and capacity to enter into, deliver and perform this Agreement and each other Transaction Document to which it is a party.
1.3 The execution, delivery and performance by Aleph Cayman of this Agreement and the other Transaction Documents to which it is a party will not constitute a breach of (a) any Laws applicable to Aleph Cayman; (b) the provisions of its articles of association, by-laws or equivalent constitutional documents; or (c) any Orders against, or binding upon, Aleph Cayman or (d) any other material agreements or instruments to which Aleph Cayman is party or by which Aleph Cayman is bound.
1.4 Except for the Pre-Completion Conditions and the processes referred to in Clause 6 (Pre-Completion Arrangements), to the Knowledge of Aleph Cayman, the execution, delivery and performance by Aleph Cayman of its obligations under this Agreement and the other Transaction Documents to which it is a party will not require it to obtain any consent or approval of, or give any notice to or make any registration or filing with, any Governmental Authority which has not been obtained or made at the Restatement Date on a basis both unconditional and which cannot be revoked.
1.5 This Agreement and each of the other Transaction Documents to which it is a party have been duly executed and delivered by Aleph Cayman, and this Agreement and each of the other Transaction Documents to which it is a party constitute the legal, valid and binding obligations of Aleph Cayman, enforceable against it in accordance with their terms, except as may be limited by bankruptcy or insolvency Laws or other similar Laws affecting creditors’ rights in general.
1.6 Aleph Cayman is not insolvent or unable to pay its debts under the insolvency laws of the jurisdiction of its incorporation nor has it stopped paying debts as they fall due. No moratorium has been obtained nor any Order been made, petition presented or resolution passed for the winding-up or bankruptcy of Aleph Cayman. No administrator, receiver, monitor, manager or equivalent officer has been appointed by any person in respect of Aleph Cayman or all or any material part of its assets and, to the Knowledge of Aleph Cayman, no steps have been taken to initiate any such appointment and no voluntary arrangement has been proposed relating to Aleph Cayman. Aleph Cayman has not become subje...
Incorporation, Capacity and Authority a. Each of the Seller and each Acquired Group Member is validly existing, is duly organized and registered under the laws of its jurisdiction of formation, and is qualified to do business as a foreign limited liability company and is in good standing in each jurisdiction in which its ownership of property or conduct of business requires it to qualify.
Incorporation, Capacity and Authority. Sundial is duly incorporated, continued or amalgamated and validly existing under the laws of the jurisdiction in which it was incorporated, continued or amalgamated, as the case may be, and has all requisite corporate power and authority and is duly qualified and holds all necessary permits, licenses and Authorizations necessary or required to carry on its business as now conducted and to own, lease or operate its properties and assets, and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing its dissolution or winding up.
Incorporation, Capacity and Authority. 1.1 IMS has been duly incorporated, and is validly existing, under the laws of the State of Florida, United States.
1.2 IMS has full power, authority and capacity to enter into, deliver and perform this Agreement and each other Transaction Document to which it is a party.
1.3 The execution, delivery and performance by IMS of this Agreement and the other Transaction Documents to which it is a party will not constitute a breach of (a) any Laws applicable to IMS; (b) the provisions of its articles of association, by-laws or equivalent constitutional documents; or (c) any Orders against, or binding upon, IMS or (d) any other material agreements or instruments to which IMS is party or by which IMS is bound.
Incorporation, Capacity and Authority. 1.1 Httpool has been duly incorporated, and is validly existing, under the laws of England and Wales.
Incorporation, Capacity and Authority. 1.1 A15 has been duly incorporated, and is validly existing under the laws of the Netherlands.
1.2 A15 has full power, authority and capacity to enter into, deliver and perform this Agreement and each other Transaction Document to which it is a party.
1.3 The execution, delivery and performance by A15 of this Agreement and the other Transaction Documents to which it is a party will not constitute a breach of (a) any Laws applicable to A15; (b) the provisions of its articles of association, by-laws or equivalent constitutional documents; or (c) any Orders against, or binding upon, A15 or (d) any other material agreements or instruments to which A15 is party or by which A15 is bound.
Incorporation, Capacity and Authority. 24.1 Each Original Shareholder and the Company represents and warrants to the other Parties that:
(i) to the extent it is a legal entity, it is a company duly incorporated and validly existing under its place of incorporation;
(ii) it has the necessary power and authority to enter into and perform this Agreement;
(iii) the execution, delivery and performance by it of this Agreement will not result in a material breach of: (i) any provision of its articles of association or equivalent constitutional documents; or (ii) so far as it is aware, any order, judgment or decree of any court or governmental or regulatory authority by which it is bound; and
(iv) other than any notifications that the Company may be required to make under Applicable Law (the making of which notifications shall be the sole responsibility of the Company), it is not and will not be required to give any notice to or make any filing with or obtain any permit, consent, waiver or other authorisation from any competent Authority in connection with the execution, delivery and performance of this Agreement.
(v) the Company has taken all necessary actions and obtained all necessary consents with the wording agreed by the Parties, for the implementation of the Transaction Documents as contemplated by this Agreement to authorise the execution, delivery and performance of its obligations under this Agreement and the entry into the Transaction Documents by the Company will not breach the terms of any material agreement to which either the Company or any TFI Group Company is a party.
(vi) neither the Company nor any officers, Directors of the Company, authorised employees, Affiliates, agents or representatives of the Company nor any of the Original Shareholders has committed or engaged in any Prohibited Practice with respect to the Project or any transactions contemplated by this Agreement.
24.2 Each Preferred Shareholder represents and warrants to the Original Shareholders and the other Preferred Shareholders that:
(i) to the extent it is a legal entity, it is a company duly incorporated and validly existing under its place of incorporation or a multilateral development bank existing as an international organization formed by treaty;
(ii) it has the necessary power and authority to enter into and perform this Agreement;
(iii) the execution, delivery and performance by the Preferred Shareholder of this Agreement will not result in a material breach of: (i) any provision of its articles of association ...
