Organization, Execution and Delivery; Valid and Binding Agreements. The Company is an organization that is validly existing and in good standing under the laws of the State of Delaware. The Company has duly executed and delivered this Agreement and, assuming that this Agreement is the legal, valid and binding agreement of Seller, this Agreement constitutes the valid and binding obligation of the Company, enforceable against it in accordance with its terms.
Organization, Execution and Delivery; Valid and Binding Agreements. The Sellers are individuals with the capacity to enter into this Agreement. The Sellers have duly executed and delivered this Agreement and, assuming that this Agreement is the legal, valid and binding agreement of the Investor, this Agreement constitutes, and all other agreements and obligations to be entered into and undertaken in connection with the transactions contemplated hereby to which such Sellers are a party will constitute, the valid and binding obligations of such Sellers, enforceable against him, in accordance with their respective terms.
Organization, Execution and Delivery; Valid and Binding Agreements. The Investor is an organization that is validly existing and in good standing under the laws of the State of Delaware. The Investor has duly executed and delivered this Agreement and, assuming that this Agreement is the legal, valid and binding agreement of the Sellers, this Agreement constitutes, and all other agreements and obligations to be entered into and undertaken in connection with the transactions contemplated hereby to which the Investor is a party will constitute, the valid and binding obligations of the Investor, enforceable against him, her or it in accordance with their respective terms.
Organization, Execution and Delivery; Valid and Binding Agreements. The Seller and Xxxxxx have duly executed and delivered this Agreement and, assuming that this Agreement is the legal, valid and binding agreement of the Company, this Agreement constitutes the valid and binding obligations of the Seller and Xxxxxx, enforceable against each such party, in accordance with its terms.
Organization, Execution and Delivery; Valid and Binding Agreements. The Sellers and Asia Premier have duly executed and delivered this Agreement and, assuming that this Agreement is the legal, valid and binding agreement of the Company, this Agreement constitutes the valid and binding obligations of the Sellers and Asia Premier, enforceable against each such party, in accordance with its terms.
Organization, Execution and Delivery; Valid and Binding Agreements. The Sellers and GPlus have duly executed and delivered this Agreement and, assuming that this Agreement is the legal, valid and binding agreement of the Company, this Agreement constitutes the valid and binding obligations of the Sellers and GPlus, enforceable against each such party, in accordance with its terms.
Organization, Execution and Delivery; Valid and Binding Agreements. The Seller and Slate have duly executed and delivered this Agreement and, assuming that this Agreement is the legal, valid and binding agreement of the Company, this Agreement constitutes the valid and binding obligations of the Seller and Slate, enforceable against each such party, in accordance with its terms.
Organization, Execution and Delivery; Valid and Binding Agreements. Such Stockholder, if not an individual, is validly existing and in good standing under the laws of its state of incorporation or organization. Such Stockholder:
(i) has duly executed and delivered this Agreement; and
(ii) assuming that this Agreement is the legal, valid and binding agreement of the Buyer, this Agreement constitutes, and all other agreements and obligations to be entered into and undertaken in connection with the transactions contemplated hereby to which such Stockholder is a party will constitute, the valid and binding obligations of such Stockholder, enforceable against he or it in accordance with their respective terms.
Organization, Execution and Delivery; Valid and Binding Agreements. Purchaser has duly executed and delivered this Agreement and, assuming that this Agreement is the legal, valid and binding agreement of the Sellers and Company, this Agreement constitutes the valid and binding obligation of Purchaser, enforceable against it in accordance its terms. Purchaser is a corporation, duly registered, validly existing and in good standing under the laws of the State of Delaware. Purchaser is duly qualified as a foreign entity in the jurisdiction set forth on the Purchaser Disclosure Schedule and is in good standing as a foreign entity in all jurisdictions where the properties owned, leased or operated by it and relating to the business are located or where the business is conducted, except where failure to qualify or be in good standing is not reasonably likely to have a Material Adverse Effect. The address of Purchaser’s principal office and all of Purchaser’s additional places of business are listed on the Disclosure Schedule. Except as set forth on the Purchaser Disclosure Schedule, during the past five (5) years, Purchaser has not been known by or used any corporate, fictitious or other name in the conduct of Purchaser’s business or in connection with the use or operation of its assets. The Purchaser Disclosure Schedule lists all current directors and officers of Purchaser. Purchaser has no subsidiaries, except as set forth on the Purchaser Disclosure Schedule. Purchaser has delivered to Company copies of Purchaser’s organizational or formation documents as currently in effect.
Organization, Execution and Delivery; Valid and Binding Agreements. Such Holder, if not an individual, is validly existing and in good standing under the laws of its state of organization. Such Holder:
(a) has duly executed and delivered this Agreement; and
(b) assuming that this Agreement is the legal, valid and binding agreement of the Acquiring Parties, then this Agreement is also the legal, valid, and binding obligation of such Holder, enforceable against such Holder in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors generally and general principles of equity.
