Organization, Corporate Power, Authorization. Each of Purchaser and Hospitality is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Wisconsin and in each other jurisdiction in which it is lawfully required to qualify to conduct business. Each of Purchaser and Hospitality has the corporate power and authority to execute and deliver this Agreement and the Xxxx of Sale and Assignment Agreement, and to consummate the transactions contemplated hereby. All corporate action on the part of Purchaser necessary for the authorization, execution, and delivery of this Agreement and the Xxxx of Sale and Assignment Agreement, and performance of all obligations of Purchaser thereunder has been duly taken.
Organization, Corporate Power, Authorization. Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the State of North Carolina and in each other jurisdiction in which it is lawfully required to qualify to conduct business. Purchaser has the corporate power and authority to execute and deliver this Agreement and the Xxxx of Sale and Assignment Agreement, and to consummate the transactions contemplated hereby. All corporate action on the part of Purchaser necessary for the authorization, execution, and delivery of this Agreement and the Xxxx of Sale and Assignment Agreement, and performance of all obligations of Purchaser thereunder has been duly taken.
Organization, Corporate Power, Authorization. Purchaser is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware and in each other jurisdiction in which it is lawfully required to qualify to conduct business. Purchaser has the corporate power and authority to execute and deliver this Agreement and the Bill of Sale and Assignment Agreement, and to coxxxxmate the transactions contemplated hereby. All corporate action on the part of Purchaser necessary for the authorization, execution, and delivery of this Agreement and the Bill of Sale and Assignment Agreement, and perfoxxxxce of all obligations of Purchaser thereunder has been duly taken.
Organization, Corporate Power, Authorization. Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas. Purchaser has the power and authority to execute and deliver this Agreement and the Xxxx of Sale and Assignment Agreement, and to consummate the transactions contemplated hereby. All actions on the part of Purchaser necessary for the authorization, execution, and delivery of this Agreement and the Xxxx of Sale and Assignment Agreement, and performance of all obligations of Purchaser thereunder have been duly taken.
Organization, Corporate Power, Authorization. Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and in each other jurisdiction in which it is lawfully required to qualify to conduct business. Purchaser has the corporate power and authority to execute and deliver this Agreement and all other agreements, documents, certificates and other papers contemplated to be delivered by Purchaser hereunder (collectively, the "Purchaser Transaction Documents") and to consummate the transactions contemplated hereby and thereby. All corporate action on the part of Purchaser necessary for the authorization, execution, and delivery of the Purchaser Transaction Documents and performance of all obligations of Purchaser hereunder and thereunder has been duly taken.
Organization, Corporate Power, Authorization. Tier IV Acquisition LLC, a wholly-owned subsidiary of Xxxxxx Ohio, Inc., is a limited liability company duly incorporated and organized, validly existing, and in good standing under the laws of the State of Delaware and has the corporate power and authority to execute, deliver, and perform this Agreement, the Deeds, and all other agreements, documents, certificates, and other papers contemplated to be delivered by it pursuant to the Agreement with respect to the Findlay Property.
Organization, Corporate Power, Authorization. (a) Xxxxxx’x Restaurants, Inc. (“FRI”) is a corporation duly incorporated and organized, validly existing, and in good standing under the laws of the State of Ohio and has the corporate power and authority to execute, deliver, and perform this Agreement, the Xxxx of Sale and Assignment and Assumption Agreement, and all other agreements, documents, certificates, and other papers contemplated to be delivered by it pursuant to this Agreement.
(b) Xxxxxx Ohio, Inc., a wholly-owned subsidiary of FRI, is a corporation duly incorporated and organized, validly existing, and in good standing under the laws of the State of Ohio and has the corporate power and authority to execute, deliver, and perform this Agreement, the Deeds, and all other agreements, documents, certificates, and other papers contemplated to be delivered by it pursuant to this Agreement with respect to the eighteen Restaurants in Ohio.
(c) Xxxxxx Indiana, Inc., a wholly-owned subsidiary of FRI, is a corporation duly incorporated and organized, validly existing, and in good standing under the laws of the State of Indiana and has the corporate power and authority to execute, deliver, and perform this Agreement, the Deeds, and all other agreements, documents, certificates, and other papers contemplated to be delivered by it pursuant to this Agreement with respect to the two Restaurants in Indiana.
(d) Xxxxxx Kentucky, LLC, a wholly-owned subsidiary of FRI, is a limited liability company duly incorporated and organized, validly existing, and in good standing under the laws of the Commonwealth of Kentucky and has the corporate power and authority to execute, deliver, and perform this Agreement, the Deeds, and all other agreements, documents, certificates, and other papers contemplated to be delivered by it pursuant to this Agreement with respect to the five Restaurants in Kentucky.
(e) Xxxxxx Pennsylvania, Inc., a wholly-owned subsidiary of FRI, is a corporation duly incorporated and organized, validly existing, and in good standing under the laws of the State of Pennsylvania and has the corporate power and authority to execute, deliver, and perform this Agreement, the Deeds, and all other agreements, documents, certificates, and other papers contemplated to be delivered by it pursuant to this Agreement with respect to the two Restaurants in Pennsylvania.
(f) Xxxxxx West Virginia, Inc., a wholly-owned subsidiary of FRI, is a corporation duly incorporated and organized, validly existing, and in good sta...
Organization, Corporate Power, Authorization. LGC is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan. LGC has all requisite corporate power and authority and all authorizations, licenses and permits necessary to own and operate its properties and assets, to carry on its businesses as now conducted and to execute and deliver this Agreement and carry out the transactions contemplated hereby (including the Mergers), and LGC is qualified or licensed to do business in every jurisdiction in which its ownership of property or conduct of business requires it to qualify or be licensed. A copy of LGC's certificate of incorporation, bylaws and other governing and organizational documents, including all amendments thereto prior to the date hereof, has been made available to the Purchaser and are true, correct and complete. LGC is not in default under, or in violation of, any provision of its certificate of incorporation, bylaws or other governing and organizational documents. The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which LGC is a party and the consummation of the transactions contemplated hereby or thereby (including the Mergers) have been duly and validly authorized by all requisite corporation action, in each case by LGC, and no other act or proceeding (corporate or otherwise) on the part of LGC is necessary to authorize the execution, delivery or performance of this Agreement, the other agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby (including the Mergers), other than the consent of the LGC Stockholders obtained on the date hereof and the filing of the First LGC Certificate of Merger and Second LGC Certificate of Merger.
Organization, Corporate Power, Authorization. Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the State of Kentucky and in each other jurisdiction in which it is lawfully required to qualify to conduct business. Purchaser has the corporate power and authority to execute and deliver this Agreement and the Xxxx of Sale and Assignment Agreement, and to consummate the transactions contemplated hereby. All corporate action on the part of Purchaser necessary for the authorization, execution, and delivery of this Agreement and the Xxxx of Sale and Assignment Agreement, and performance of all obligations of Purchaser thereunder has been duly taken.
Organization, Corporate Power, Authorization. Each Purchaser other than WIGEL Partnership is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Florida and in each other jurisdiction in which it is lawfully required to qualify to conduct business. WIGEL Partnership is a general partnership duly organized under the laws of the State of New York. Each Purchaser has the power and authority to execute and deliver this Agreement, the Note, and the Xxxx of Sale and Assignment Agreement, and to consummate the transactions contemplated hereby. All company or partnership action on the part of each Purchaser necessary for the authorization, execution, and delivery of this Agreement, the Note, and the Xxxx of Sale and Assignment Agreement, and performance of all obligations of each Purchaser thereunder has been duly taken.
