Organization; Authority; No Conflicts. (a) If the Grantor is not a natural person, it is a corporation, limited partnership, general partnership, limited liability company or trust duly organized, validly existing and in good standing under the laws of the state of its organization.
Organization; Authority; No Conflicts. (a) If the Contributor is not a natural person, the Contributor is a corporation, limited partnership, general partnership, limited liability company or trust duly organized, validly existing and in good standing under the laws of the state of its organization.
Organization; Authority; No Conflicts. (a) Each Seller is a corporation or other organization duly incorporated or organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization. Each Seller has all requisite corporate or equivalent power and authority to conduct its business as presently conducted and to own, use, license and lease the Acquired Assets and the Sold Shares. Each Seller is duly qualified, licensed or admitted to do business as contemplated by this Agreement and the Ancillary Agreements to which it is or will become a party. Each Seller is not in violation of any of the provisions of its Charter Documents. No Seller has any Subsidiary which is not a party hereto.
Organization; Authority; No Conflicts. (a) Buyer is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Buyer has all requisite limited liability company power and authority to conduct its business as presently conducted and to own, use, license and lease the Acquired Assets and the Sold Shares. Buyer is duly qualified, licensed or admitted to do business as contemplated by this Agreement and the Ancillary Agreements to which it is or will become a party. Buyer is not in violation of any of the provisions of its Charter Documents. Buyer is a wholly owned subsidiary of Buyer Parent. No other Person has any outstanding option, warrant or other right to purchase equity securities of Buyer. Buyer Parent has not entered into or granted any written or oral agreement, option or warrant or any right or privilege (whether by law or contract) for the purchase or acquisition from the Buyer Parent of any of the securities it holds in the capital of Buyer.
Organization; Authority; No Conflicts. Debtor (i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction (it being represented and warranted that Debtor is incorporated in the State of New Jersey), and (ii) Debtor has the power and authority, and all necessary licenses or other authorizations, to own, lease, operate and encumber its properties and to carry on its business as now conducted. Debtor has full authority to enter into this Agreement and each of the Relevant Documents to which it is a party and in so doing it is not breaching or otherwise violating Law (including any Laws relating to its gaming operations), Organizational Documents, or any Contract or other Document to which it is a party, subject or bound (any consents required thereby having previously been obtained), and it has taken all such action as may be necessary or appropriate to make this Agreement and the Relevant Documents binding upon it.
Organization; Authority; No Conflicts. (a) Contributor is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its organization.
Organization; Authority; No Conflicts. (i) Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements to be executed and delivered by Buyer at Closing and to consummate the transactions contemplated hereby and thereby. All corporate acts and other corporate proceedings required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to be executed and delivered by Buyer at Closing and the consummation of the transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer, and each of the Ancillary Agreements to be executed and delivered by Buyer at Closing, when so executed and delivered, shall have been duly executed and delivered by Buyer, and this Agreement constitutes, and each of the Ancillary Agreements to be executed and delivered by Buyer at Closing, when so executed and delivered shall constitute, a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforcement may be limited by the application of bankruptcy, moratorium and other laws affecting creditors’ rights generally and as such enforcement may be limited by the availability of specific performance and the application of equitable principles.
Organization; Authority; No Conflicts. Buyer 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 and to carry on its business in all material respects as it is now being conducted, and there is no jurisdiction in which it is not qualified in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of Buyer’s Articles of Incorporation or bylaws. Buyer 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 Buyer 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; Authority; No Conflicts. (a) If such Stockholder is an entity, such Stockholder is duly organized, validly existing and, where the concept is recognized under applicable Law, in good standing in its jurisdiction of organization. Such Stockholder has all requisite power and authority (and, if such Stockholder is an individual, has full legal capacity and is competent) to execute and deliver this Agreement, the Consent and the General Release (as defined in Section 5.4), to perform such Stockholder’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby (including the right to grant the written consent and the irrevocable proxy with respect to such Stockholder’s Shares referred to in Article I) and thereby. If such Stockholder is an entity, the execution and delivery of this Agreement and the Consent and the General Release have been duly and validly authorized by the board of directors (or comparable managing body) of such Stockholder and no other proceedings on the part of such Stockholder are necessary to authorize the execution and delivery of this Agreement, the Consent or the General Release or to consummate the transactions contemplated hereby or thereby. This Agreement and the Consent have been, and upon the execution and delivery by such Stockholder, the General Release will have been, duly executed and delivered by such Stockholder. This Agreement and the Consent constitute, and upon the execution and delivery by such Stockholder, the General Release will constitute, the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).
Organization; Authority; No Conflicts. (a) Stockholder has all requisite power and authority, and has full legal capacity and is competent to execute and deliver this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Stockholder. This Agreement constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its respective terms, except as Table of Contents enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).
