Organization, Power and Qualification. Bank is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America and has full corporate power and authority to enter into this Agreement and to carry out the provisions of this Agreement. Bank is duly qualified and in good standing to do business in all jurisdictions where such qualification is necessary for Bank to carry out its obligations under this Agreement.
Organization, Power and Qualification. Division and Factoring are corporations duly organized, validly existing and in good standing under the laws of the state of Delaware and Nevada, respectively, and have full corporate power and authority to enter into this Agreement and to carry out the provisions of this Agreement. Company is duly qualified and in good standing to do business in all jurisdictions where Company is located, except where the failure to so qualify would not have a material adverse effect on the business of the Company, or where the failure to so qualify would not have a material adverse effect on Company's or Bank's ability to continue operation of the Plan.
Organization, Power and Qualification. (i) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified and in good standing to do business in each jurisdiction in which the character of its properties or the nature of its activities requires such qualifications;
(ii) Seller has full corporate power and authority to enter into this Agreement and to take any action and execute any documents required by the terms hereof;
(iii) This Agreement and all related transactions (including, without limitation, the ability to transfer and convey the Purchased Assets) have been duly authorized by all necessary corporate proceedings, and this Agreement has been duly and validly executed and delivered by Seller, and, assuming due authorization, execution and delivery by Purchaser, is a legal, valid and binding obligation of Seller, enforceable in accordance with the terms hereof;
(iv) No consent, approval, authorization, order, registration or qualification of, or with, any court or regulatory authority or other governmental body having jurisdiction over Seller, the absence of which would adversely affect the legal and valid execution, delivery and performance by Seller of this Agreement or the documents and instruments contemplated hereby or the taking by Seller of any actions contemplated herein, is required;
(v) None of Seller’s execution and delivery of this Agreement, Seller’s consummation of the transactions contemplated hereby or Seller’s fulfillment of or compliance with the terms and conditions of this Agreement conflicts with or results in a breach of or a default under any of the terms, conditions or provisions of any legal restriction by which Seller is a party or is now bound (including, without limitation, any judgment, order, injunction, decree or ruling of any court or governmental authority, or any federal, state, local or other law, statute, rule or regulation) or any covenant or agreement or instrument to which Seller is now a party, or by which Seller or any of Seller’s property is now bound, and none of such execution, delivery, consummation or compliance by Seller will violate or result in a violation of the Certificate of Incorporation or By-Laws of Seller;
(vi) Seller has valid title to the Purchased Assets, free and clear of any Lien, and Seller has not previously assigned, sold or hypothecated any interest that it has in any Purchased Asset, and upon consummation of the transactions contemplated hereby, Se...
Organization, Power and Qualification. Such party is duly organized, validly existing and in good standing under the laws of its jurisdiction or organization and has full power and authority to enter into this Agreement and to carry out the provisions of this Agreement. Such party is duly qualified and in good standing to do business in all jurisdictions where located and/or conducting business, except where the failure to be so qualified would not have a material adverse effect on such party’s business or such party’s or the other party’s ability to perform as required under this Agreement or operate the Program.
Organization, Power and Qualification. Spiegel and Xxxxx Xxxxx are corporations duly organized, validly existing and in good standing under the laws of the state of Delaware and have full corporate power and authority to enter into this Agreement and to carry out the provisions of this Agreement. Each entity is duly qualified and in good standing to do business in all jurisdictions where they are located, except where the failure to so qualify would not have a material adverse effect on their business, or where the failure to so qualify would not have a material adverse effect on Spiegel Group's or Bank's ability to continue operation of the Plan.
Organization, Power and Qualification. Company is duly organized, validly existing and in good standing and has full power and authority to enter into this Agreement and to carry out the provisions of this Agreement. Company is duly qualified and in good standing to do business in all jurisdictions where located and/or conducting business, except where the failure to be so qualified would not have a material adverse effect on Company’s business or Company’s or Bank’s ability to perform as required under this Agreement or operate the Plan.
Organization, Power and Qualification. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. Seller has the power and authority to own, lease, and operate its properties and assets and to carry on its business and Seller has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
Organization, Power and Qualification. Bank is a Delaware state bank duly organized, validly existing and in good standing under the laws of the United States of America and has full corporate power and authority to enter into this Agreement and to carry out the provisions of this Agreement. Bank is duly qualified and in good standing to do business in all jurisdictions where such qualification is necessary for Bank to carry out its obligations under this Agreement.
Organization, Power and Qualification. Buyer is a corporation duly organized and validly existing, and is in good standing, under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its property and to carry on its business as now being conducted and hereafter proposed to be conducted and is duly qualified and is in good standing as a foreign corporation or partnership, and authorized to do business, in all jurisdictions in which the character of its properties and assets or the nature of its business as now being conducted requires such qualification or authorization.
Organization, Power and Qualification. (i) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and is duly qualified and in good standing to do business in each jurisdiction in which the character of its properties or the nature of its activities requires such qualification;
(ii) Purchaser has full corporate power and authority to enter into this Agreement and to take any action and execute any documents required by the terms hereof;
(iii) This Agreement has been duly authorized by all necessary corporate proceedings, has been duly and validly executed and delivered by Purchaser, and, assuming due authorization, execution and delivery by Seller, is a legal, valid and binding obligation of Purchaser, enforceable in accordance with the terms hereof;
(iv) No consent, approval, authorization, order, registration or qualification of, or with, any court of law or regulatory authority or other governmental body having jurisdiction over Purchaser, the absence of which would adversely affect the legal and valid execution, delivery and performance by Purchaser of this Agreement or the purchase contemplated hereunder, is required;
(v) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or result in a breach of or a default under any of the terms, conditions or provisions of any legal restriction (including, without limitation, any judgment, order, injunction, decree or ruling or any court or governmental authority, or any federal, state, local or other law, statute, rule or regulation) or any covenant or agreement or instrument to which Purchaser is now a party, or by which Purchaser or any of Purchaser’s property is bound, nor does such execution, delivery, consummation or compliance violate or result in the violation of the Certificate of Incorporation or By-Laws of Purchaser;
