Organization and Authority of RTI Member. The RTI Member represents and warrants, as of the date of this Agreement, as follows: 13.2.1. It is duly organized, validly existing and in good standing under the Laws of the State of Georgia. 13.2.2. The execution and delivery of this Agreement and performance under this Agreement have been duly authorized by all necessary action on its part, do not violate the terms of its certificate of incorporation or bylaws and do not violate or constitute a breach of any material agreement, instrument, order or judgment to which it is a party or by which it is bound. 13.2.3. This Agreement has been du1y executed and delivered on its behalf by a du1yauthorized signatory and constitutes its valid and binding agreement enforceable against it in accordance with its terms, subject to the effect of applicable bankruptcy and insolvency laws and general equitable principles. 13.2.4. There is no litigation pending or, to its knowledge, threatened against it seeking to enjoin or challenge any of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Participation and Operating Agreement (Ruby Tuesday of Bryant, Inc.)
Organization and Authority of RTI Member. The RTI Member represents and warrants, warrants as of the date of this Agreement, as follows:
13.2.1. It is duly organized, validly existing and in good standing under the Laws of the State of Georgia.
13.2.2. The execution and delivery of this Agreement and performance under this Agreement have been duly authorized by all necessary action on its part, do not violate the terms of its certificate of incorporation or bylaws and do not violate or constitute a breach of any material agreement, instrument, order or judgment to which it is a party or by which it is bound.
13.2.3. This Agreement has been du1y duly executed and delivered on its behalf by a du1yauthorized duly authorized signatory and constitutes its valid and binding agreement enforceable against it in accordance with its terms, subject to the effect of applicable bankruptcy and insolvency laws and general equitable principles.
13.2.4. There is no litigation pending or, to its knowledge, threatened against it seeking to enjoin or challenge any of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Participation and Operating Agreement (Ruby Tuesday of Bryant, Inc.)
Organization and Authority of RTI Member. The RTI Member represents and warrants, warrants as of the date of this AgreementAgreement and as of the Acquisition Closing, as follows:
13.2.1. It is duly organized, validly existing and in good standing under the Laws of the State of Georgia.
13.2.2. The execution and delivery of this Agreement and performance under this Agreement have been duly authorized by all necessary action on its part, do not violate the terms of its certificate of incorporation or bylaws and do not violate or constitute a breach of any material agreement, instrument, order or judgment to which it is a party or by which it is bound.
13.2.3. This Agreement has been du1y duly executed and delivered on its behalf by a du1yauthorized duly authorized signatory and constitutes its valid and binding agreement enforceable against it in accordance with its terms, subject to the effect of applicable bankruptcy and insolvency laws and general equitable principles.
13.2.4. There is no litigation pending or, to its knowledge, threatened against it seeking to enjoin or challenge any of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Participation and Operating Agreement (Ruby Tuesday of Bryant, Inc.)
Organization and Authority of RTI Member. The RTI Member represents and warrants, warrants as of the date of this Agreement, Agreement as follows:
13.2.1. It is duly organized, validly existing and in good standing under the Laws of the State of Georgia.
13.2.2. The execution and delivery of this Agreement and performance under this Agreement have been duly authorized by all necessary action on its part, do not violate the terms of its certificate of incorporation or bylaws and do not violate or constitute a breach of any material agreement, instrument, order or judgment to which it is a party or by which it is bound.
13.2.3. This Agreement has been du1y duly executed and delivered on its behalf by a du1yauthorized duly authorized signatory and constitutes its valid and binding agreement enforceable against it in accordance with its terms, subject to the effect of applicable bankruptcy and insolvency laws and general equitable principles.
13.2.4. There is no litigation pending or, to its knowledge, threatened against it seeking to enjoin or challenge any of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Participation and Operating Agreement (Ruby Tuesday of Bryant, Inc.)