Organization; Authority; Binding Obligation. The Buyer is duly organized, validly existing and in good standing under the laws of the State of Nevada. The Buyer has the requisite authority and power, pursuant to a resolution passed by the majority of its board of directors to enter into, execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by the Buyer pursuant to this Agreement (collectively the “Buyer Documents”) and to perform its obligations hereunder. The execution, delivery and performance by the Buyer of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary action of the Buyer. This Agreement has been duly executed and delivered by the Buyer and each of the Buyer Documents constitutes, or when executed and delivered will constitute, valid and binding obligations of the Buyer, as the case may be, enforceable in accordance with their terms.
Organization; Authority; Binding Obligation. Parent is a corporation duly incorporated, validly existing and in good standing under the laws of Arizona. Parent has all requisite corporate power and authority to execute and deliver each Transaction Document delivered or to be delivered by Parent and to perform all of Parent's obligations hereunder and thereunder. The execution, delivery and performance by Parent of each Transaction Document delivered or to be delivered by Parent and the consummation by Parent of the Transaction has been duly authorized by all necessary and proper corporate action on the part of Parent, other than obtaining the Required Parent Vote. This Agreement has been duly executed and delivered by Parent and constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights in general and by general principles of equity. Each other Transaction Document delivered or to be delivered by Parent will be duly executed and delivered by Parent and, when so executed and delivered, will constitute the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights in general and by general principles of equity.
Organization; Authority; Binding Obligation. Each of the Hampshire Parties is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has the full power and authority to own the Acquired Assets owned by it and to carry on the Business as it is now being conducted. Schedule 4.1 sets forth each jurisdiction in which Seller is licensed or qualified to do business, and Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which ownership of the Acquired Assets or operating of the Business as currently conducted makes such licensing or qualification necessary, except where any such failure to be so licensed, qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a material adverse effect upon the Business as currently conducted. Each of the Hampshire Parties has the legal right, power, authority and capacity to enter into, execute and deliver this Agreement and the other Transaction Documents to which it is a party, and each agreement, certificate, document and instrument to be executed and/or delivered by it pursuant to this Agreement (collectively, the “Seller Documents”) and to perform its obligations hereunder and thereunder. The execution, delivery and performance by each Hampshire Party of this Agreement and each of the other Seller Documents have been duly authorized by all necessary corporate action of such Party. This Agreement and each of the other Seller Documents (to which a Hampshire Party is a party) have been duly executed and delivered by the Hampshire Parties and each constitutes a valid and binding obligation of the Hampshire Parties, enforceable in accordance with its respective terms and conditions, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting or relating to creditors’ rights generally, and the availability of injunctive relief and other equitable remedies.
Organization; Authority; Binding Obligation. APD ANTIQUITIES, INC. is a duly organized Corporation, validly existing and in good standing under the laws of the State of Nevada and AMCOR EXPLORATION, INC. is its wholly owned subsiidary (collectively the BUYER). The BUYER has the requisite authority and power, pursuant to a resolution passed by the majority of its board of directors to enter into, execute and deliver this AGREEMENT and each agreement, document and instrument to be executed and delivered by the BUYER pursuant to this AGREEMENT listed on Exhibit C (collectively the “BUYER Documents”) and to perform its obligations hereunder. The execution, delivery and performance by the BUYER of this AGREEMENT and each such other agreement, document and instrument have been duly authorized by all necessary action of the BUYER. This AGREEMENT has been duly executed and delivered by the BUYER and each of the BUYER Documents constitutes, or when executed and delivered will constitute, valid and binding obligations of the BUYER, as the case may be, enforceable in accordance with their terms.
Organization; Authority; Binding Obligation. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The execution and performance by Seller of this Agreement and all acts which may be necessary to consummate the Transactions have been authorized by all corporate actions necessary to be taken by Seller for the approval of this Agreement and the Transactions. This Agreement has been properly executed by Seller and is legally valid and binding upon Seller. This Agreement is enforceable against Seller according to its terms, except as such enforceability may be limited by principles of public policy and applicable bankruptcy, insolvency, moratorium or other laws affecting the rights of creditors generally and by general principles of equity.
Organization; Authority; Binding Obligation. Purchaser is a corporation duly and validly organized and existing under the laws of Washington. The execution and performance of this Agreement and all acts which may be necessary or appropriate to consummate the Transactions have been authorized by company actions necessary to be taken for the approval of this Agreement and the Transactions. This Agreement has been properly executed by Purchaser and it is legally valid and binding upon Purchaser, is enforceable against Purchaser according to its terms except as such enforceability may be limited by principles of public policy and applicable bankruptcy, insolvency, moratorium or other laws affecting the rights of creditors generally and by general principles of equity.
Organization; Authority; Binding Obligation. Buyer is duly organized, validly existing and in good standing under the Laws of the State of Delaware. Buyer has the legal right, limited liability company power, authority and capacity to enter into, execute and deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by Buyer pursuant to this Agreement (collectively, the “Buyer Documents”), to perform its obligations hereunder and thereunder and, upon Closing, own, possess and hold the Acquired Assets and assume, pay and perform, as and when due, the Assumed Liabilities. The execution, delivery and performance by Xxxxx of this Agreement and each of the other Buyer Documents have been duly authorized by all necessary corporate action of Buyer. Assuming due authorization, execution and delivery by Seller, this Agreement constitutes, and each of the other Buyer Documents when executed and delivered by Buyer will constitute, a valid and binding obligation of Buyer, enforceable in accordance with its respective terms.
Organization; Authority; Binding Obligation. Buyer is duly organized, validly existing and in good standing under the laws of Delaware. Buyer has the requisite authority and power to enter into, execute and deliver this Agreement and each Ancillary Agreement to which it is a party and to perform its obligations hereunder and
Organization; Authority; Binding Obligation. (a) The Buyer is a limited liability company duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation, and has the full corporate limited liability company power and authority to execute and deliver this Purchase Agreement, to carry out the transactions contemplated hereby, to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under the Buyer Contracts. The execution and delivery by the Buyer of this Purchase Agreement and all other agreements, instruments or other documents to be executed by the Buyer in connection with any of the transactions contemplated hereby (the “Buyer Ancillary Agreements”), and the consummation by the Buyer of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action, and no other corporate company proceedings on the part of the Buyer are necessary to authorize this Purchase Agreement and the Buyer Ancillary Agreements or to consummate the transactions contemplated hereby and thereby.
Organization; Authority; Binding Obligation. (a) Purchaser is duly organized, validly existing and in good standing under Applicable Laws of the jurisdiction of its organization, and Purchaser has all requisite power and authority to conduct its business. Purchaser is duly qualified or licensed to transact business as a foreign entity and is in good standing (to the extent such concept is applicable in the applicable jurisdiction) in each jurisdiction that requires such qualification or license, except in such jurisdictions where the failure to be so qualified or licensed could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
