Organization, Standing, and Authorization. The Company is a limited liability company validly existing and in good standing under the laws of the State of Delaware and is duly authorized to do business in the State of Tennessee and in the Franchise Area.
Organization, Standing, and Authorization. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware and is duly authorized to do business in the State of Alabama and in the Franchise Area.
Organization, Standing, and Authorization. The Company is a corporation validly existing and in good standing under the laws of the State of Georgia and is duly authorized to do business in the State of Georgia and in the Franchise Area.
Organization, Standing, and Authorization. The Purchaser is a corporation, duly organized, validly existing and in good standing under the laws of Canada. The Purchaser has all necessary power and authority to own, lease or licence its property and to conduct its business as now conducted. The Purchaser has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and to consummate the transactions contemplated hereby including, without limitation, the purchase of the Shares.
Organization, Standing, and Authorization. The supplier is a municipal corporation duly organized and validly existing under the laws of the state of Georgia and is duly authorized to do business in the state of Georgia and in the franchise area.
Organization, Standing, and Authorization. The Company is a Limited Lability Company validly existing and in good standing under the laws of the State of Colorado and is duly authorized to do business in the State of Georgia and in the Franchise Area.
Organization, Standing, and Authorization. The Company is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization. The Company has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and under any other instrument and document delivered at the Closing pursuant to Section 2(b) hereof (collectively, the "COMPANY TRANSACTION DOCUMENTS"). The execution, delivery, and performance by the Company of each of the Company Transaction Documents have been duly and validly authorized by all necessary action (corporate or otherwise) and proceedings on the part of the Company. This Agreement has been, and each of the other Company Transaction Documents will be at the Closing, duly and validly executed and delivered by the Company and, assuming due execution and delivery by, and enforceability against, each Seller, this Agreement constitutes, and each of the other Company Transaction Documents will constitute upon delivery at the Closing, the valid and binding agreement of the Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity, including, without limitation, principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
Organization, Standing, and Authorization. Reckson is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. It has full right, power and authority to enter into this Agreement and the Registration Rights Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the Registration Rights Agreement has been duly executed and delivered by Reckson. Each of this Agreement and the Registration Rights Agreement is a legal, valid and binding obligation of Reckson, enforceable against it in accordance with its terms (except as enforceability may be limited by any applicable bankruptcy, insolvency or other laws affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law).
Organization, Standing, and Authorization. PURCHASER is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate power and authority to carry on lawfully its business as now conducted and as proposed to be conducted, and is qualified as a foreign corporation in good standing or existence in all other jurisdictions of which such qualification is required. PURCHASER has in effect all governmental authorizations, franchises, licenses and permits necessary and required for it to carry on its business as currently being conducted.
Organization, Standing, and Authorization. Each of the Company and its subsidiaries is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and each of the Company and its subsidiaries has all power and authority to own its properties and assets and to carry on its business as it is now being conducted. Each of the Company, Osprey and Videoware has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and under any other instrument and document delivered at the Closing pursuant to Section 2(b) hereof (collectively, the “Company Transaction Documents”). The execution, delivery, and performance by the Company, Osprey and Videoware of each of the Company Transaction Documents have been duly and validly authorized by all necessary action (corporate or otherwise) and proceedings on the part of the Company, Osprey and Videoware, as applicable. This Agreement has been, and each of the other Company Transaction Documents will be at the Closing, duly and validly executed and delivered by the Company, Osprey and Videoware, as applicable, and this Agreement constitutes, and each of the other Company Transaction Documents will constitute upon delivery at the Closing, the valid and binding agreement of the Company, Osprey and Videoware, as applicable, enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
