Organization, Standing and Authority of Buyer. Buyer is a Nevada company, duly organized, validly existing and in good standing under the laws of the State of Nevada. Buyer has the power to execute and deliver this Agreement and has taken all action required by law for such execution, delivery and performance. This Agreement is a valid and legally binding agreement of Buyer enforceable in accordance with its terms except to the extent that enforcement thereof may be limited by (a) bankruptcy, reorganization, moratorium, fraudulent conveyance or similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). Except as set forth on Schedule 6.5, there are no contractual or other limitations on Buyer’s power to enter into this Agreement or to consummate any of the transactions contemplated by this Agreement other than the requirement to obtain the consent of the MGC.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement (Herbst Gaming Inc), Asset Purchase and Sale Agreement (Herbst Gaming Inc)
Organization, Standing and Authority of Buyer. Buyer is a Nevada company, duly organized, validly existing and in good standing under the laws of the State of Nevada. Buyer has the power to execute and deliver this Agreement and has taken all action required by law for such execution, delivery and performance. This Agreement is a valid and legally binding agreement of Buyer enforceable in accordance with its terms except to the extent that enforcement thereof may be limited by (a) bankruptcy, reorganization, moratorium, fraudulent conveyance or similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). Except as set forth on Schedule 6.5, there are no contractual or other limitations on Buyer’s power to enter into this Agreement or to consummate any of the transactions contemplated by this Agreement other than the requirement to obtain the consent of the MGCIRGC.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Herbst Gaming Inc)
Organization, Standing and Authority of Buyer. Buyer is a Nevada limited liability company, duly organized, validly existing and in good standing under the laws of the State of NevadaDelaware. Buyer has the power to execute and deliver this Agreement and has taken all action required by law for such execution, delivery and performance. This Agreement is a valid and legally binding agreement of Buyer enforceable in accordance with its terms except to the extent that enforcement thereof may be limited by (a) bankruptcy, reorganization, moratorium, fraudulent conveyance or similar laws now or hereafter in effect relating to creditors’ ' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). Except as set forth on Schedule 6.55.5, there are no contractual or other limitations on Buyer’s 's power to enter into this Agreement or to consummate any of the transactions contemplated by this Agreement other than the requirement to obtain the consent of the MGCIRGC.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Peninsula Gaming Corp)