Organization, Authority and Validity. (a) The PE Fund is an Entity duly organized and validly existing under the Laws of France.
Organization, Authority and Validity. (a) Each of the Seller and GECOM is a SOCIETE ANONYME duly organized and validly existing under the laws of France. The Seller has the corporate power and authority to enter into this Agreement, the Assignment of Receivables, the Cooperation Agreement and the Charter Party, the Shareholder Agreement and the Charge Over Shares (such agreements collectively, the "TRANSACTION DOCUMENTS") and to carry out its obligations hereunder and thereunder, and GECOM has the corporate power and authority to enter into the Assignment of Receivables and to perform its obligations thereunder.
Organization, Authority and Validity. (a) The Purchaser is a SOCIETE ANONYME duly organized and validly existing under the laws of the Grand Duchy of Luxembourg. The Purchaser and each affiliate of the Purchaser that enters into a Transaction Document (each, a "PURCHASER AFFILIATE") has the corporate power and authority to enter into the Transaction Documents to which it is or will be a party and to carry out its obligations hereunder and thereunder.
Organization, Authority and Validity. 5.2.1 The Seller is a limited liability company (besloten vennootschap) duly organized and validly existing under the laws of the Netherlands. The Seller has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.
Organization, Authority and Validity. Pinnacle is the sole owner of the Operations Purchase Right and has the power and authority to enter into this Agreement and the related documents and to sell the Operations Purchase Right on the terms and subject to the conditions stated in this Agreement. This Agreement and the related documents constitute valid and binding obligations of Pinnacle enforceable in accordance with their terms.
Organization, Authority and Validity. CCRI, Inc. is the sole owner of Double Eagle Resorts, Inc. and Gold Creek Ventures, LLC and has the power and authority to enter into this Agreement and the related documents and to cause Double Eagle Resorts, Inc. and Gold Creek Ventures, LLC to enter into this Agreement and the related documents and to sell the Assets on the terms and subject to the conditions stated in this Agreement. This Agreement and the related documents constitute valid and binding obligations of Colorado Casino Resorts, Inc. enforceable in accordance with their terms. Double Eagle Resorts, Inc. and Gold Creek Ventures, LLC are, collectively, the sole owners of all of the Assets and have the power and authority to sell the Assets on the terms and subject to the conditions stated in this Agreement. This Agreement and the related documents constitute valid and binding obligations of Double Eagle Resorts, Inc. and Gold Creek Ventures, LLC.
Organization, Authority and Validity. Southwest has the power and authority to enter into this Agreement and the related documents. This Agreement and the related documents constitute valid and binding obligations of Southwest enforceable in accordance with their terms.
Organization, Authority and Validity. (a) The Purchaser is (and its designee(s), if any, will be) a corporation duly organized and validly existing under the laws of Delaware (United States of America). The Purchaser has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.
Organization, Authority and Validity. 4.1.1 (a) Sanofi is a corporation duly organized and validly existing under the laws of France. Sanofi has the power and authority to enter into this Agreement and to carry out its obligations hereunder.
Organization, Authority and Validity. 6.2.1 NEWCO will be on the Closing Date a simplified share company (societe par actions simplifiee) duly organized and validly existing under the laws of France. The Purchaser has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.
