Organization and Authority; Enforceability. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full power, right and authority to enter into and perform its respective obligations under this Agreement and the other documents contemplated hereby to which it is a party; (ii) the execution, delivery and performance of this Agreement and each of the other documents contemplated hereby to which the Company is a party have been duly and properly authorized by all requisite action in accordance with applicable law and with the Certificate of Incorporation and bylaws of the Company; and (iii) each person executing, on behalf of the Company, this Agreement and any of the other documents contemplated hereby to which the Company is a party has the power and authority to execute and deliver this Agreement and each of the other documents contemplated hereby to which the Company is a party, to consummate the transactions contemplated hereby and thereby and to cause the Company to perform its obligations hereunder and thereunder.
Appears in 2 contracts
Samples: Stockholders' Agreement (Diamond Resorts International, Inc.), Stockholders Agreement (Diamond Resorts International, Inc.)
Organization and Authority; Enforceability. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full power, right and authority to enter into and perform its respective obligations under this Agreement and the other documents contemplated hereby to which it is a party; (ii) the execution, delivery and performance of this Agreement and each of the other documents contemplated hereby to which the Company is a party have been duly and properly authorized by all requisite action in accordance with applicable law and with the Certificate of Incorporation and bylaws organizational documents of the Company; and (iii) each person executing, on behalf of the Company, executing this Agreement and any of the other documents contemplated hereby to which the Company is a party has the power and authority to execute and deliver this Agreement and each of the other documents contemplated hereby to which the Company is a party, to consummate the transactions contemplated hereby and thereby and to cause the Company to perform its obligations hereunder and thereunder.
Appears in 2 contracts
Samples: Director Designation Agreement (Diamond Resorts International, Inc.), Director Designation Agreement (Diamond Resorts International, Inc.)