Organization, Good Standing, Authorization. Each of the BORROWERS: (a) has the power to enter into this AGREEMENT and all other documents, and agreements required to be executed pursuant to this AGREEMENT, and has the power to perform all of its obligations hereunder and thereunder; (b) has duly authorized the entry into and performance of this AGREEMENT and all other documents and agreements required to be executed by such BORROWER; and (c) is in good standing in the state of its incorporation or organization, as applicable, and is in good standing and qualified as a foreign corporation or limited liability company, as applicable, in all other states in which such qualification is required.
Organization, Good Standing, Authorization. If Purchaser is an entity, it is a corporation, limited liability company, trust or partnership or other similar entity duly organized, validly existing and in good standing under the laws of its jurisdiction. Purchaser has full power and authority (corporate or otherwise) to execute, deliver and enter into this Agreement and the Registration Rights Agreement. The execution, delivery and performance by the Purchaser of this Agreement and the Registration Rights Agreement have been duly authorized and this Agreement and the Registration Rights Agreement will each constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally and general principles of equity that restrict the availability of equitable or legal remedies.
Organization, Good Standing, Authorization. The Seller is a corporation or limited liability company (as applicable) duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. The Seller has full power and authority to execute, deliver and enter into this Agreement and to sell the Shares to be sold, transferred and assigned to the Purchaser by it hereunder. The execution and delivery by the Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy.
Organization, Good Standing, Authorization. If Purchaser is an entity, it is a corporation, limited liability company, trust or partnership or other similar entity duly organized, validly existing and in good standing under the laws of its jurisdiction. Purchaser has full power and authority (corporate or otherwise) to execute, deliver and enter into this Agreement. The execution, delivery and performance by the Purchaser of this Agreement have been duly authorized and this Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally and general principles of equity that restrict the availability of equitable or legal remedies.
Organization, Good Standing, Authorization. The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Purchaser has full power and authority to execute, deliver and enter into this Agreement and to purchase the Shares to be sold, transferred and assigned to the Purchaser hereunder. The execution and delivery by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy.
Organization, Good Standing, Authorization. Asset Buyer represents, warrants and covenants to and with Asset Seller, knowing that Asset Seller is relying on each such representation, warranty and covenant, that Asset Buyer is a Delaware limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware and qualified to do business in Alabama. Asset Buyer has the lawful right, power, authority and capacity to purchase the Assets in accordance with the terms, provisions and conditions of this Agreement. The execution of and entry into this Agreement, the execution and delivery of the documents and instruments to be executed and delivered by Asset Buyer on the Closing Date, and the performance by Asset Buyer of Asset Buyer’s duties and obligations under this Agreement and of all other acts necessary and appropriate for the full consummation of the purchase and sale of the Assets as contemplated by and provided for in this Agreement, are consistent with and not in violation of, and will not create any adverse condition under, any contract, agreement or other instrument to which Asset Buyer is a party, any judicial order or judgment of any nature by Asset Buyer is bound, and this Agreement, and the covenants and agreements of Asset Buyer under this Agreement, are the valid and binding obligations of Asset Buyer, enforceable in accordance with their terms. All company action will have been taken by Real Property Buyer authorizing and approving the execution of and entry into this Agreement, the execution and delivery by Asset Buyer of the documents and instruments to be executed and delivered by Asset Buyer on the Closing Date, and the performance by Asset Buyer of Asset Buyer’s duties and obligations under this Agreement and of all other acts necessary and appropriate for the consummation of the purchase and sale of the Asset as contemplated by and provided for in this Agreement.
Organization, Good Standing, Authorization. Buyer is duly ------------------------------------------ organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to enter into the applicable Transaction Documents and to perform its obligations thereunder. The applicable Transaction Documents have been duly executed and delivered by Buyer and are valid and binding obligations of Buyer enforceable against it in accordance with their terms.
Organization, Good Standing, Authorization. If Purchaser is an entity, it is a corporation, limited liability company, trust or partnership or other similar entity duly organized, validly existing and in good standing under the laws of its jurisdiction. Purchaser has full power and authority (corporate or otherwise) to execute, deliver and enter into this Agreement and to purchase the Shares and the Warrant to be issued to such Purchaser hereunder. The execution and delivery by Purchaser of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of Purchaser. If Purchaser is an individual, Purchaser has the legal capacity to enter into this Agreement and is a bona fide resident of the state shown in the address set forth in Exhibit A. This Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy.
Organization, Good Standing, Authorization. LICENSEE is duly organized, validly existing and in good standing under the laws of the State of Nevada. LICENSEE has all requisite corporate power and authority to own and operate its properties and to carry on its business as now conducted. LICENSEE has all corporate power to enter into this Agreement, and the Transaction Agreements. The Transaction Agreements have been, or will be at the Closing, as applicable, duly executed and delivered by LICENSEE and will constitute the legal, valid and binding obligations of LICENSEE, enforceable against LICENSEE in accordance with their respective terms, except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies.
Organization, Good Standing, Authorization. Scorpion is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware, with full power and authority to conduct its business as now conducted; and is in good standing in each jurisdiction wherein it conducts its business or owns assets or properties. Scorpion has the right, power and authority to enter into this Agreement and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly authorized and approved by all requisite company action. This Agreement is a valid and binding obligation of Scorpion, enforceable in accordance with its terms.
