Proper Authority and Applicable Laws. All meetings of the directors of the Company necessary to conduct its business have been duly convened and held, and all requisite director approval has been obtained for all purported acts by the Company. All assets of the Company are used and maintained in material conformity with all applicable domestic and foreign laws and public policies. No aspect of the business of the Company as heretofore conducted or act or omission of the Company or its agents violates or has violated any applicable domestic law or public policy in any material respect.
Proper Authority and Applicable Laws. California Prospectors has had since its formation, does have currently, and will have at the Closing, all requisite limited liability and other power and all necessary registrations, licenses, filings, permits, exemptions, certificates, approvals, and other authorizations required by any Governmental Authority, or any person, association or entity to carry on and conduct its business in the manner in which its business has been and is being conducted, and to own, lease, use, and operate its assets at the places and in the manner in which its assets have been and are being owned, leased, used, and operated (Authorizations), the term Registrations to also include all Authorizations for purposes of this Agreement). No registration, license, permit, exemptions, certificate, approval or authorization or applications therefor of any kind for any purpose has been denied in the five (5) years preceding the Closing Date. All such Authorizations are in full force and effect. All meetings of the Manager and Members of California Prospectors necessary to conduct its business have been duly convened and held, and all requisite Manager and Members approval has been obtained for all purported acts by California Prospectors. All assets of California Prospectors are used and maintained in conformity with all applicable foreign and domestic laws and public policies. No aspect of the business of California Prospectors as heretofore conducted or act or omission of California Prospectors or its agents violates any applicable foreign or domestic law or public policy. No aspect of the business of California Prospectors as heretofore conducted (including without limitation use of trade names, trademarks and written materials) has infringed or does now infringe any tradename, trademark, service xxxx, copyright or other right of any third party. This Agreement and the transactions contemplated hereby have been duly authorized by all necessary action by California Prospectors and its Members, and Sellers will provide Last Chance with certified resolutions to such effect at or before the Closing Date.
Proper Authority and Applicable Laws. The Owner has had since its formation, does have currently, and will have at the Closing Date, all requisite corporate and other power and all necessary zoning, registrations, licenses, filings, permits, exemptions, certificates, approvals, and other authorizations required by any Governmental Authority, or any person, association or entity to carry on and conduct its Gold Ranch RV Resort business in the manner in which its said business has been and is being conducted, and to own, lease, use, and operate its assets at the places and in the manner in which its assets have been and are being owned, leased, used, and operated (Authorizations), (the term Registrations to also include all Authorizations for purposes of this Agreement). No registration, license, permit, exemptions, certificate, approval or Authorization or applications therefor of any kind for any purpose has been revoked or denied in the one (1) year period preceding the Closing Date. All such Authorizations are in full force and effect. All meetings of the members of the Owner necessary to conduct its business have been duly convened and held, and all requisite manager and member approval has been obtained for all purported acts by the Owner. All assets of the Owner are used and maintained in conformity with all applicable laws, statutes, regulations and ordinances. No aspect of the business of the Owner as heretofore conducted or act or omission of the Owner or its agents violates any applicable domestic law, statute, regulation or ordinance. No aspect of the business of the Owner as heretofore conducted (including without limitation use of trade names, trademarks and written materials) has infringed or does now infringe any tradename, trademark, service xxxx, copyright or other right of any third party. This Agreement and the transactions contemplated hereby have been duly authorized by all necessary action by the Owner and its members, and Owner will provide Last Chance with certified resolutions to such effect at or before the Closing Date.
