Organization, Good Standing, and Corporate Authority. Each of Buyer and TGI is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority to execute this Agreement and the other documents delivered or to be delivered pursuant hereto, to perform all the terms and conditions hereof and thereof to be performed by it, and to consummate the transactions contemplated hereby and thereby. This Agreement and the other documents delivered or to be delivered by Buyer and TGI in connection with this Agreement have been duly authorized and approved by all necessary and proper corporate action and constitute, and will constitute, the valid and binding obligations of Buyer and TGI, enforceable against Buyer and TGI in accordance with their respective terms.
Organization, Good Standing, and Corporate Authority. Tyco is a corporation duly organized, validly existing and in good standing under the laws of the State of Massachusetts. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Massachusetts. IP Buyer is a corporation duly organized, validly existing and in good standing under the laws of Switzerland. Each of Tyco, Buyer and IP Buyer has the full corporate power and authority to conduct all of the business and activities conducted by it and to own or license all of the assets owned or leased by it, and is duly licensed or qualified to do business and in good standing as a foreign corporation under the laws of every jurisdiction in which the nature of the activities conducted by it, and/or the character of the assets owned or leased by it, makes such qualification or license necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect on Tyco, Buyer or IP Buyer. Each of Tyco, Buyer and IP Buyer has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement and all other agreements herein contemplated to be executed in connection herewith have been (or upon execution will have been) duly executed and delivered by each of Tyco, Buyer and IP Buyer, have been effectively authorized by all necessary action, corporate or otherwise, and constitute (or upon execution will constitute) legal, valid and binding obligations of each of Tyco, Buyer and IP Buyer, enforceable against each of them in accordance with their respective terms.
Organization, Good Standing, and Corporate Authority. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada, and has full corporate power and authority to execute this Agreement and the other documents and agreements delivered or to be delivered pursuant hereto, to perform all the terms and conditions hereof and thereof to be performed by it, and to consummate the Transactions. This Agreement and the other documents, certificates and agreements delivered or to be delivered by Buyer in connection with this Agreement and the Transactions have been duly authorized and approved by all necessary and proper corporate action and constitute, and will constitute, the valid and binding obligations of Buyer, enforceable against Buyer accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, or other similar laws relating to creditors’ rights generally, now or hereafter in effect, and general principles of equity.
Organization, Good Standing, and Corporate Authority. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Buyer has the full corporate power and authority to conduct all of the business and activities conducted by it and to own or license all of the assets owned or leased by it, and is duly licensed or qualified to do business and in good standing as a foreign corporation under the laws of every jurisdiction in the United States in which the nature of the activities conducted by the Buyer, and/or the character of the assets owned or leased by the Buyer, makes such qualification or license necessary, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect on the Buyer. The Buyer has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement and the Other Agreements have been (or upon execution will have been) duly executed and delivered by the Buyer, have been effectively authorized by all necessary action, corporate or otherwise, and constitute (or upon execution will constitute) legal, valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms.
Organization, Good Standing, and Corporate Authority. Buyer is a --------------------------------------------------- corporation duly incorporated, validly existing and in good standing under the Canada Business Corporations Act, has full corporate power and authority to execute and deliver this Agreement and all documents to be executed by Buyer contemplated herein or necessary to give effect to the transaction contemplated herein (the "Buyer Documents"), to perform all the terms and conditions hereof and thereof to be performed by it and to consummate the transactions contemplated hereby and thereby. This Agreement and the Buyer Documents have been duly authorized and approved by all necessary and proper corporate action of Buyer and constitute, or will upon execution thereof constitute, the valid and binding obligations of Buyer, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles from time to time in effect relating to or affecting the rights of creditors generally.
Organization, Good Standing, and Corporate Authority. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New York and has full corporate power authority to execute this Agreement and the other documents delivered or to be delivered pursuant hereto, to perform all the terms and conditions hereof and thereof to be performed by it and to consummate the transactions contemplated hereby and thereby, and this Agreement and the other documents delivered or to be delivered pursuant hereto constitute the valid and binding obligations of Buyer, enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles from time to time in effect relating to or affecting the rights of creditors generally.
Organization, Good Standing, and Corporate Authority. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Arkansas, and has full corporate power and authority to execute this Agreement and the other documents delivered or to be delivered pursuant hereto, to perform all the terms and conditions hereof and thereof to be performed by it, and to consummate the transactions contemplated hereby and thereby. This Agreement and the other documents delivered or to be delivered by Buyer in connection with this Agreement have been duly authorized and approved by all necessary and proper corporate action and constitute, and will constitute the valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms.
Organization, Good Standing, and Corporate Authority. Each of Buyer and Xxxxxxxxx is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California and Nevada, respectively, and each has full corporate power and authority to execute this Agreement and the other documents delivered or to be delivered pursuant hereto, to perform all the terms and conditions hereof and thereof to be performed by it, and to consummate the transactions contemplated hereby and thereby. This Agreement and the other documents delivered or to be delivered by Buyer and Xxxxxxxxx in connection with this Agreement have been duly authorized and approved by all necessary and proper corporate action and constitute, and will constitute the valid and binding obligations of Buyer and Xxxxxxxxx, enforceable against Buyer and Xxxxxxxxx in accordance with their respective terms.
Organization, Good Standing, and Corporate Authority. Buyer is a limited liability company duly incorporated, validly existing and in good standing under the laws of the State of Arizona, and has full corporate power and authority to execute this Agreement and the other documents delivered or to be delivered pursuant hereto, to perform all the terms and conditions hereof and thereof to be performed by it, and to consummate the transactions contemplated hereby and thereby. This Agreement and the other documents delivered or to be delivered by Buyer in connection with this Agreement have been duly authorized and approved by all necessary and proper corporate action and constitute, and will constitute the valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms.
Organization, Good Standing, and Corporate Authority. Each of Buyer and Kanakaris is a corporation duly incorporated, validly existing and ix xxxx xxanding under the laws of the State of California and Nevada, respectively, and each has full corporate power and authority to execute this Agreement and the other documents delivered or to be delivered pursuant hereto, to perform all the terms and conditions hereof and thereof to be performed by it, and to consummate the transactions contemplated hereby and thereby. This Agreement and the other documents delivered or to be delivered by Buyer and Kanakaris in connection with this Agreement have been duly authorizex xxx xxxroved by all necessary and proper corporate action and constitute, and will constitute the valid and binding obligations of Buyer and Kanakaris, enforceable against Buyer and Kanakaris in accordance witx xxxxx xespective terms.
