Organization and Authority of Sellers. Each Seller that is an entity is a corporation, general partnership or limited liability company, as applicable, duly organized, validly existing and in good standing under the Laws of its state of organization. Each Seller has full corporate, general partnership or limited liability company, as applicable, power and authority to enter into this Agreement, the Assignment and the other Transaction Documents to which such Seller 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 that is an entity of this Agreement and the Assignment and any other Transaction Document to which such Seller is a party, the performance by such Seller of its obligations hereunder and thereunder and the consummation by such Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate, general partnership or limited liability company action on the part of such Seller. This Agreement has been duly executed and delivered by each Seller, and (assuming due authorization, execution, and delivery by Buyer) this Agreement constitutes a legal, valid, and binding obligation of each Seller enforceable against each of them in accordance with its terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws and principles of equity affecting creditors’ rights and remedies generally. When the Assignment and each other Transaction Document to which Sellers are or will be a party has been duly executed and delivered by Sellers (assuming due authorization, execution, and delivery by each other party thereto), the Assignment and such other Transaction Documents will constitute a legal and binding obligation of each Seller enforceable against it in accordance with its terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws and principles of equity affecting creditors’ rights and remedies generally.
Organization and Authority of Sellers. Each Seller is a corporation, general partnership or limited liability company, as applicable, duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Seller has full corporate, general partnership or limited liability company, as applicable, power and authority to enter into this Agreement, the Assignment and the other Transaction Documents to which Sellers are a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Sellers of this Agreement and the Assignment and any other Transaction Document to which Sellers are a party, the performance by Sellers of their respective obligations hereunder and thereunder and the consummation by Sellers of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate, general partnership or limited liability company action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller, and (assuming due authorization, execution, and delivery by Buyer) this Agreement constitutes a legal, valid, and binding obligation of each Seller enforceable against each of them in accordance with its terms. When the Assignment and each other Transaction Document to which Sellers are or will be a party has been duly executed and delivered by Sellers (assuming due authorization, execution, and delivery by each other party thereto), the Assignment and such other Transaction Documents will constitute a legal and binding obligation of each Seller enforceable against it in accordance with its terms.
Organization and Authority of Sellers. Each Seller is a corporation, limited liability company or limited partnership (as applicable), duly organized, validly existing and in good standing under the laws of the State listed on Schedule 3.1 next to each such Seller's name. Each Seller has the requisite corporate power and authority (or other appropriate power and authority based on the structure of such Seller) to own, lease and operate its properties, to carry on its business in the places where such properties are now owned, leased, or operated and such business is now conducted, and to execute, deliver and perform this Agreement and the documents contemplated hereby according to their respective terms. Each Seller is duly qualified and in good standing in each jurisdiction listed on Schedule 3.1 next to each such Seller's name, which are all jurisdictions in which such qualification is required. Except as set forth on Schedule 3.1, no Seller is a participant in any joint venture or partnership with any other Person with respect to any part of the operations of the Stations or any of the Assets.
Organization and Authority of Sellers. Sellers have full power and authority to enter into this Agreement and the other Transaction Documents to which Sellers are a party, to carry out their obligations under this Agreement and other Transaction Documents to which Sellers are a party, and to consummate the contemplated transactions of Sellers. The execution and delivery by Sellers of this Agreement and any other Transaction Document to which Sellers are a party and the performance by Sellers of the contemplated transactions have been duly authorized by all requisite 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) this Agreement constitutes a legal, valid and binding obligation of Sellers enforceable against Sellers in accordance with its terms. When each other Transaction Document to which Sellers are or will be parties has been duly executed and delivered by Sellers (assuming due authorization, execution and delivery by each other party to these documents), such Transaction Documents will constitute a legal and binding obligation of Sellers enforceable against them in accordance with its terms.
Organization and Authority of Sellers. Sellers have full power and authority to enter into this Agreement and the Assignment and the other Transaction Documents to which they are a party, to carry out their obligations under this Agreement and the Assignment and other Transaction Documents to which they are a party, and to consummate the contemplated transactions of Sellers. The execution and delivery by Sellers of this Agreement and the Assignment/any other Transaction Document to which they are a party, the performance of their obligations and the consummation of the contemplated transactions have been duly authorized by all requisite 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) this Agreement constitutes a legal, valid and binding obligation of Sellers enforceable against them in accordance with its terms.
Organization and Authority of Sellers. (a) Nexus Infraestructura (i) is a legal entity duly incorporated under the applicable laws of the Republic of Colombia; (ii) has and will have full authority, and has obtained all necessary authorizations pursuant to its bylaws and has no restriction whatsoever to perform the obligations and undertakings contained in this Agreement; (iii) has the legal capacity to perform the Aeroriente Project in its capacity as shareholder of Aeroriente; (iv) is not in an event of insolvency, default in payments, bankruptcy, and is not a party to any insolvency proceeding, or to any proceeding of reorganization and restructuring in favor of its creditors.
(b) Nexus Fund (i) is a private equity fund duly incorporated under the applicable laws of the Republic of Colombia; (ii) has and will have full authority, and has obtained all necessary authorizations pursuant to its bylaws and has no restriction whatsoever to perform the obligations and undertakings contained in this Agreement; (iii) has the legal capacity to perform the Project in its capacity as shareholder of Aeroriente; (iv) is not in default in payments nor unwinding.
(c) In the Execution Date and on the Closing Date, Sellers have and will have (as applicable) full authority, and have obtained and will obtain (as applicable) all necessary bylaws and corporate authorizations to enter into this Agreement, and to perform their obligations and undertakings; to enter into and cause the entering into any agreement and undertaking that relate to this Agreement, and to fulfill any filing or procedure and to carry out any necessary activity being related thereto, or to consummate the Closing. The execution of this Agreement fully meets the bylaws of Aeroriente, the bylaws of Nexus Infraestructura and the rules of Nexus Fund, and the corresponding corporate body of Sellers has expressly authorized it. This Agreement produces clear, express, lawful, valid and fully binding obligations for Sellers, and such are enforceable against them in the terms of this Agreement.
Organization and Authority of Sellers. Each Seller has all requisite power and authority, and, in the case of any Seller that is an individual, the requisite legal capacity, to execute and deliver this Agreement and each other Transaction Document to which it is a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of each of the Transaction Documents to which it is a party have been duly authorized by all necessary action on the part of each such Seller. This Agreement and the other Transaction Documents have been duly and validly executed and delivered by each Seller and constitute legal, valid and binding obligations of each Seller, enforceable against such Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at Law or in equity).
Organization and Authority of Sellers. The Sellers has the legal capacity to execute, deliver and perform this Agreement, the Transaction Documents, and the other agreements, instruments, and documents executed by the Sellers required to be delivered in connection with this Agreement or at the Closing to which they are a party and each of the transactions contemplated hereby and thereby and to perform his obligations hereunder and thereunder.
Organization and Authority of Sellers. Seller 1 is a corporation duly incorporated, validly existing, and in good standing under the Laws of the U.S. State of South Carolina, with full corporate power and authority to conduct its business as it is now being conducted, and to own or use the properties and assets that it purports to own or use in connection with its business. Seller 2 is a corporation duly incorporated, validly existing, and in good standing under the Laws of the U.S. State of South Carolina, with full corporate power and authority to conduct its business as it is now being conducted, and to own or use the properties and assets that it purports to own or use in connection with its business. Seller 3 is a limited liability company duly organized, validly existing and in good standing under the Laws of the U.S. State of South Carolina, with full limited liability company power and authority to conduct its business as it is now being conducted, and to own or use the properties and assets that it purports to own or use in connection with its business. Each Seller has full power and authority to enter into this Agreement and the other Transaction Documents to which such Seller 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 any Seller of this Agreement and any other Transaction Document to which any Seller is a party, the performance by each Seller of its obligations hereunder and thereunder, and the consummation by Sellers of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or limited liability company action, as applicable, on the part of each Seller. This Agreement and each other Transaction Document constitute legal, valid, and binding obligations of each Seller enforceable against each Seller in accordance with their respective terms.
Organization and Authority of Sellers. The Sellers, if an entity, is a company duly organized and validly existing under the laws (as defined in Section 3.03) of the PRC. Each of the Sellers has full corporate power and authority to enter into this Agreement, the VIE Agreements and the other Transaction Documents to which Sellers are a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Sellers of this Agreement, the VIE Agreements and any other Transaction Document to which Sellers are a party, the performance by Sellers of its obligations hereunder and thereunder, and the consummation by Sellers of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Sellers. This Agreement, the VIE Agreements and each Transaction Document to which Sellers are a party constitute legal, valid, and binding obligations of Sellers enforceable against Sellers in accordance with their respective terms.
