Organization; Authorization; Enforceability. LVSC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite power and authority to conduct its business as it is now being conducted. LVSC has full power and authority to execute, deliver and perform its obligations under this Agreement and all documents to be executed by LVSC pursuant hereto, and all actions and approvals therefor have been duly and previously taken and obtained. The individuals signing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of LVSC are and shall be duly authorized to sign the same on LVSC’s behalf and to bind LVSC thereto. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any third person, including any Governmental Authority, on the part of LVSC is required in connection with LVSC’s execution and delivery of this Agreement and the performance of its obligations hereunder. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated and compliance with the terms of this Agreement will not conflict with, or with or without notice or the passage of time, or both, result in a breach of, any other agreement of LVSC or any judgment, order or decree of any court having jurisdiction over LVSC or its properties. This Agreement and all documents to be executed pursuant hereto by LVSC are and shall be binding upon and enforceable against LVSC in accordance with their respective terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and general principles of equity.
Organization; Authorization; Enforceability. (a) LUK-Flats is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party. Xxxxxx LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party. Xxxxx LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party. CMYD LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all requisite power and authority to enter into and comply with its obligations under this Agreement and the other Transaction Documents to which it is a party.
(b) The execution, delivery and performance by each Seller of this Agreement and all of the other Transaction Documents to which such Seller is a party are within the power of such Seller and have been duly and validly authorized by such Seller, and no other proceedings on the part of such Seller are necessary to authorize this Agreement, the other Transaction Documents to which such Seller is a party, or the transactions contemplated hereby and thereby. This Agreement is, and the other Transaction Documents will be, when executed and delivered by a Seller, the valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights of creditors generally, and to the exercise of a court's equitable powers.
Organization; Authorization; Enforceability. Such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all corporate or limited liability company power and authority to own its properties and assets and to carry on its business as it is now being conducted and as currently proposed to be conducted. Such Purchaser has the power to execute, deliver and perform its obligations under each of the Equity Documents to which it is a party and has taken all action necessary to authorize the execution, delivery and performance by it of such Equity Documents and to consummate the Transactions. No other proceedings on the part of such Purchaser are necessary for such authorization, execution, delivery and consummation. Such Purchaser has duly executed and delivered this Agreement and, at the Closing, such Purchaser will have duly executed and delivered each of the other Equity Documents to be executed and delivered by it at or prior to Closing. This Agreement constitutes, and each of the other Equity Documents to which such Purchaser is a party, when executed and delivered by such Purchaser, will constitute, a legal, valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, or other laws of general application affecting enforcement of creditors' rights or (b) general principles of equity that restrict the availability of equitable remedies.
Organization; Authorization; Enforceability. Such Guarantor is duly organized, validly existing and in good standing under the laws of its state of incorporation or organization and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted and as currently proposed to be conducted. Such Guarantor has all the necessary power and authority to execute, deliver and perform its obligations under this Guaranty and has taken all action necessary to authorize the execution, delivery and performance by it of this Guaranty and to consummate the transactions contemplated hereby and in the Purchase Agreement. No other proceedings on the part of such Guarantor are necessary for such authorization, execution, delivery and consummation. Such Guarantor has duly executed and delivered this Guaranty. The execution, delivery and performance of the transactions contemplated by this Guaranty and compliance with their provisions by the such Guarantor will not violate any provision of law and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or require a consent or waiver (except for such consents as shall have been obtained prior to the Closing Date (as defined in the Purchase Agreement) and all of which are as set forth on Schedule 3.4(b) of the Company Disclosure Schedule) under, the governing and/or organizational documents of the Guarantor, or any indenture, lease, agreement or other instrument to which the Guarantor is a party or by which it or any of its properties is bound. This Guaranty constitutes a legal, valid and binding obligation of such Guarantor, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles.
Organization; Authorization; Enforceability. It is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by it of this Agreement have been duly authorized by all requisite corporate action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.
Organization; Authorization; Enforceability. It is a corporation duly organized and validly existing under the laws of the Republic of Korea and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by it of this Agreement have been duly authorized by all requisite corporate action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.
Organization; Authorization; Enforceability. Buyer is a banking corporation duly incorporated, validly existing, and in good standing under the Laws of the State of Delaware. Buyer has the corporate power and authority, and has taken all action necessary, to authorize, execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Buyer and (assuming the due authorization, execution and delivery by the Stockholders) constitutes the legal, valid and binding obligation of the Stockholders, Enforceable against Buyer.
Organization; Authorization; Enforceability. Guarantor is duly organized, validly existing and in good standing under the laws of the State of its formation, and duly qualified and in good standing under the laws of each other State in which its activities require that it be qualified. Xxxxxxxxx has executed and delivered this Guaranty pursuant to proper authority duly granted. The obligation to pay and perform the Liabilities under this Guaranty is legal, valid, binding and enforceable against Guarantor in accordance with its terms, subject to any applicable provisions of bankruptcy and insolvency laws and laws governing the rights of creditors generally.
Organization; Authorization; Enforceability. RIRRC is a public corporation duly organized, validly existing and in good standing under the laws of the State of Rhode Island. It has all requisite power and authority to own, lease and operate its material assets and properties, to carry on its business as is now being conducted and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action required on the part of RIRRC. This Agreement constitutes the legal, valid and binding agreement of RIRRC enforceable against it in accordance with its terms, except as such enforceability may be limited by law or by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity) and that the remedy of specific enforcement or of injunctive relief is subject to the discretion of the court before which any proceeding therefore may be brought.
Organization; Authorization; Enforceability. (a) Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The execution, delivery, and performance by Buyer of this Agreement and each Ancillary Agreement to which Buyer is a party and the consummation by Buyer of the Contemplated Transactions are within Buyer’s corporate powers and have been duly and validly authorized and approved by all necessary corporate action on the part of Buyer.
(b) This Agreement and each Ancillary Agreement to which Buyer is a party have been duly and validly executed and delivered by Buyer, and this Agreement (assuming due authorization, execution, and delivery by the Seller Parties and Company) and each such Ancillary Agreement (assuming due authorization, execution, and delivery by the other parties thereto) constitute the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, subject to the Enforceability Exceptions.
