Organization and Due Authorization. Net Force is a ------------------------------------- corporation duly organized, validly existing, and in good standing under the laws of the Country of Antigua and has the corporate power and is duly authorized, qualified, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not violate any provision of Net Force's articles of incorporation or bylaws. Net Force has taken all action required by law and under its articles of incorporation, its bylaws, or otherwise to authorize the execution and delivery of this Agreement, and Net Force has full power, authority, and legal right and has taken all action required by law, its articles of incorporation, bylaws, or otherwise to consummate the transactions herein contemplated.
Organization and Due Authorization. (a) The Purchaser is a company (corporation) duly organized and validly existing under the laws of the State of Delaware (USA). The Purchaser has the corporate capacity and right to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
(b) The entering into of this Agreement and the performance of the Purchaser’s obligations hereunder have been authorized by all necessary corporate action and proceedings on the part of the Purchaser. This Agreement has been duly signed by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms.
(c) Neither the entering into of this Agreement, nor the performance by the Purchaser of its obligations hereunder, nor the consummation of the transactions provided for hereby does or will:
(i) conflict with or violate any provision of the Organizational Documents of the Purchaser;
(ii) subject to obtaining the Required Permit Approvals, constitute a violation by the Purchaser or any of its Affiliates of any Laws or Judgments.
(d) Neither the Purchaser nor the Purchaser’s Guarantor is subject to or threatened to be subject to any Insolvency Proceedings.
(e) The Purchaser’s Guarantor is a company (corporation) duly organized and validly existing under the laws of the State of Delaware (USA). The Purchaser’s Guarantor has full corporate power and authority to enter into this Agreement and to provide the Purchaser’s Guarantee as contemplated hereby. The entering into of this Agreement and the performance of the Purchaser’s Guarantor’s obligations hereunder have been authorized by all necessary corporate action and proceedings on the part of the Purchaser’s Guarantor. This Agreement has been duly signed by the Purchaser’s Guarantor and constitutes a legal, valid and binding obligation of the Purchaser’s Guarantor, enforceable against it in accordance with its terms.
Organization and Due Authorization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey. Buyer has all requisite corporate power and authority to execute and deliver this Agreement and the Other Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Other Agreements and the performance and consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement and the Other Agreements have been duly executed and delivered by Buyer and, subject to the due authorization, execution and delivery of such agreements by the other parties thereto, this Agreement and the Other Agreements constitute valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as such enforcement may be affected by the Bankruptcy and Equity Exception.
Organization and Due Authorization. (a) The Purchaser is a stock company duly organized under the laws of Switzerland. The Purchaser has the capacity and right to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
(b) The entering into of this Agreement and the performance of the Purchaser's obligations hereunder have been authorized by all necessary corporate action and proceedings on the part of the Purchaser. This Agreement has been duly signed by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms.
(c) Neither the entering into of this Agreement, nor the performance by the Purchaser of its obligations hereunder, nor the consummation of the transactions provided for hereby does or will:
(i) conflict with or violate any provision of the Organizational Documents of the Purchaser;
(ii) violate, conflict with or result in the breach or termination of, or constitute a default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), under the terms of, any Contracts or Governmental Authorizations to which the Purchaser or any of its Affiliates is a party or by which the Purchaser or any of its Affiliates is bound; or
(iii) subject to obtaining the Regulatory Conditions, constitute a violation by the Purchaser or any of its Affiliates of any Laws or Judgments.
(d) The Purchaser is not subject to any Insolvency Proceedings and no fact is liable to result in any such proceedings.
Organization and Due Authorization. Napoli is a corporation duly organized, validly existing, and in good standing under the laws of the State of Colorado and has the corporate power and is duly authorized, qualified, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of Napoli's articles of incorporation or bylaws. Napoli has taken all action required by all applicable laws, including, without limitation, the laws of the State of Colorado and the U.S. securities laws and regulations, and under Napoli's articles of incorporation, its bylaws, or otherwise to authorize the execution and delivery of this Agreement. Napoli has full power, authority, and legal right and has taken all action required by all applicable laws, including, without limitation, the laws of the State of Colorado and the U.S. securities laws and regulations, its articles of incorporation, bylaws, or otherwise to consummate the transactions herein contemplated. Attached hereto as Exhibit 1.01 is a true and correct copy of the certificate of incorporation and bylaws of Napoli, both of which are valid and in force as of the date hereof. Prior to Closing the Selling Shareholders shall delivery to the Novotech Shareholders an opinion of Colorado counsel opining to the veracity of the representations set forth in Section 1.01, 1.07, 1.08, and 1.10 hereof.
Organization and Due Authorization. AOBO is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada and has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not violate any provision of AOBO's certificate of incorporation or bylaws. AOBO has taken all action required by law, its certificate of incorporation, its bylaws, or otherwise to authorize the execution and delivery of this Agreement, and AOBO has full power, authority, and legal right and has taken all action required by law, its certificate of incorporation, bylaws, or otherwise to consummate the transactions herein contemplated.
Organization and Due Authorization. GSHO is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada and has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not violate any provision of GSHO's articles of incorporation or bylaws. GSHO has taken all action required by law, its articles of incorporation, its bylaws, or otherwise to authorize the execution and delivery of this Agreement, and GSHO has full power, authority, and legal right and has taken all action required by law, its articles of incorporation, bylaws, or otherwise to consummate the transactions herein contemplated.
Organization and Due Authorization. Buyer is a limited liability company duly formed, validly existing and in good standing under the Laws of the state of Delaware. Buyer has full power and authority to execute and deliver this Agreement and the Other Agreements to which it is (or to the extent to be entered into on or prior to the Closing, will be) a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Other Agreements to which Buyer is a party and the performance and consummation of the transactions contemplated hereby and thereby by Buyer have been duly authorized by all necessary limited liability company action on the part of Buyer. This Agreement and the Other Agreements to which Buyer is a party have been (or to the extent to be entered into on or prior to the Closing, will be) duly executed and delivered by Buyer and, subject to the due authorization, execution and delivery of such agreements by the other parties thereto, this Agreement and the Other Agreements constitute (or to the extent to be entered into on or prior to the Closing, will constitute) the valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms.
Organization and Due Authorization. HQSM is a corporation duly organized, validly existing, and in good standing under the laws of the state of Delaware and has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not violate any provision of HQSM's certificate of incorporation or bylaws. HQSM has taken all action required by law, its certificate of incorporation, its bylaws, or otherwise to authorize the execution and delivery of this Agreement, and HQSM has full power, authority, and legal right and has taken all action required by law, its certificate of incorporation, bylaws, or otherwise to consummate the transactions herein contemplated.
Organization and Due Authorization. Napoli is a corporation duly organized, validly existing, and in good standing under the laws of the State of Colorado and has the corporate power and is duly authorized, qualified, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of Napoli's articles of incorporation or bylaws. Napoli has taken all action required by all applicable laws, including, without limitation, the laws of the State of Colorado and the U.S. securities laws and regulations, and under Napoli's articles of incorporation, its bylaws, or otherwise to authorize the execution and delivery of this Agreement. Napoli has full power, authority, and legal right and has taken all action required by all applicable laws, including, without limitation, the laws of the State of Colorado and the U.S. securities laws and regulations, its articles of incorporation, bylaws, or otherwise to consummate the transactions herein contemplated.
