Power and Authority of the Company. The Company represents and warrants to Sachem Head that (a) the Company has the corporate power and authority to execute this Letter Agreement and to bind it thereto, (b) this Letter Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, and (c) the execution, delivery and performance of this Letter Agreement by the Company does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to the Company, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.
Power and Authority of the Company. The Company represents and warrants that it has full power and authority to enter into this Agreement and that the person signing this Agreement on behalf of the Company has been duly authorized and empowered by the Board of Directors of the Company to effect that execution. No approval or consent of any third party is required on behalf of the Company to make this Agreement the valid and binding obligation of the Company enforceable against the Company in accordance with its terms.
Power and Authority of the Company. The Company has been duly organized and is validly existing and in good standing under the laws of the State of Delaware, with full power and authority to conduct business as described in the Memorandum. Complete and correct copies of the Certificate of Incorporation and the Bylaws of the Company and all amendments thereto are available upon request, and no changes therein will be made subsequent to the date hereof and prior to the Final Closing Date.
Power and Authority of the Company. 5.1.1 The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, and has the corporate power and authority to carry on its business as now conducted and to own, lease and operate its properties and assets. The Company is duly qualified or licensed to transact business as a foreign corporation in good standing in the states of the United States and foreign jurisdictions where the character of its assets or the nature or conduct of its business requires it to be so qualified or licensed. The Company has all requisite corporate power and authority to execute and deliver this Agreement and each instrument to be executed and delivered by the Company in connection with the Closing, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and each instrument required hereby to be executed and delivered by the Company prior to or at the Closing, the performance of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed by the Company, and, assuming this Agreement is duly executed by the HKCCEX Shareholder and HKCCEX, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.
Power and Authority of the Company. The Company represents and warrants to Casablanca that (a) the Company has the corporate power and authority to execute this Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles and (c) the execution, delivery and performance of this Agreement by the Company does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to the Company, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any agreement to which the Company is a party or by which it is bound.
Power and Authority of the Company. The Company shall have full power and authority to take all actions and to do all things reasonably necessary or desirable for the proper, efficient and economical management and operation of all of the Units in the Hotel Condominium Project. The Company shall determine the marketing and operating programs, policies and procedures to be followed in connection with the Rental Pools, all in accordance with the provisions of this Agreement and to the end that the Units will be maintained and operated in a first-class manner with a goal of reasonable profitability. Except as otherwise specifically provided in Section 1.4, the Company shall have total discretion and control in all matters relating to the rental and marketing policies for the Units and for their management, operation and maintenance; and in connection therewith Owner hereby authorizes and appoints the Company as his/her attorney-in-fact and agent to execute and deliver on his/her behalf transient hotel rental arrangements for his/her Unit; to demand, receive and receipt for the rent payments thereunder; and to exercise all other rights, powers and authority granted to the Company hereunder, including without limitation the power and authority to do all of the following:
(a) To operate and manage each of the Units and Rental Pools, and to enter into agreements with others with respect to such management and operation, which agreements shall contain such terms, provisions and conditions as the Company deems, in its absolute discretion, to be advisable and in the best interest of all of the Owners of Units in the Hotel Condominium Project;
(b) To acquire, hold, sell, lease or otherwise dispose of any personal property connected with the Units and the Company's rental operation of the Units, including the purchase, lease, maintenance, exchange, trade or sale of such properties at such price, rental amount, for cash, securities or other property, and upon such terms as the Company deems appropriate;
(c) To make or cause to be made all repairs or to perform or cause to be performed such maintenance as the Company deems necessary to maintain the interior walls of the Unit(s) and all furniture furnishings, fixtures, machinery and operating equipment located in, on or about the Unit(s) in satisfactory condition for transient hotel rental to third parties;
(d) To maintain or cause to be maintained all common elements of the Hotel Condominium Project that are used in connection with the rental operation of...
Power and Authority of the Company. 3.7.1 The Group Companies have the right, power and authority to own or lease their Assets and properties and to conduct their business as and in the places where such Assets and properties are now owned, leased or operated, and such business is now conducted, and the Group Companies have complied in all material respects with all national and local laws which relate to their operations and the conduct of its business.
3.7.2 The corporate minutes of the Group Companies contain records of all meetings of their shareholders and directors since March 1996, all of which meetings were duly called and held, and all of which records are complete and correct in all material respects.
Power and Authority of the Company. The Company has full right, power and authority to enter into, execute and deliver this Agreement and all other agreements, documents and instruments required to be delivered by it hereunder and to perform its obligations hereunder and thereunder.
Power and Authority of the Company. The New Holding Partnership and each of the Companies have the requisite power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the New Holding Partnership and each Company of this Agreement and each Ancillary Agreement to which it is a party, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of New Holding Partnership and each of the Companies. This Agreement has been, and each of the Ancillary Agreements will be at or prior to the Closing, duly executed and delivered by the New Holding Partnership and each of the applicable Company Members, and, assuming the due authorization, execution and delivery by each other Party hereto, this Agreement constitutes, and each of the Ancillary Agreements will, when so executed and delivered, constitute, the legal, valid and binding obligations of the New Holding Partnership and each of the Companies, enforceable against the New Holding Partnership and each of the Companies in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Power and Authority of the Company. The Company is duly organized and validly existing and in good standing as a corporation under the laws of the State of Nevada, with full power and authority to conduct business as described in the Memorandum. The Company has, and at each Closing will have, full power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Memorandum. The Company is, and at each Closing Date will be, duly licensed or qualified to do business and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary. Complete and correct copies of the Certificate of Incorporation and the Bylaws of the Company and all amendments thereto will be delivered to you and your counsel, and, except as specifically contemplated by the Memorandum or this Agreement, no changes therein will be made subsequent to the date hereof and prior to the Final Closing.
