Status and Authority of Seller Sample Clauses

Status and Authority of Seller. Seller is a ------------------------------ corporation duly organized, validly existing and in corporate good standing under the laws of its state of incorporation, and has all requisite power and authority under the laws of such state and its respective charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Seller has duly qualified to transact business in each jurisdiction in which the nature of the business conducted by it requires such qualification, except where failure to do so could not reasonably be expected to have a material adverse effect.
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Status and Authority of Seller. Seller is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware, and has all requisite power and authority under the laws of the State of Delaware and its respective charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Seller has duly qualified to transact business in the jurisdiction where the Property is located.
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Status and Authority of Seller. (i) Owner is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority under the laws of such state and its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Owner is duly qualified to transact business in the state in which the Real Property is located. Neither Owner nor any Person owning or controlling any interest in Owner is acting, directly or indirectly, for or on behalf of any Person, group or nation named by the United States Treasury Department Office of Foreign Assets Control (OFAC) as a ‘Specifically Designated National and Blocked Person,’ or for or on behalf of any Person, group or nation designated in Presidential Executive Order 13224 as a person who commits, threatens to commit, or supports terrorism.
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Status and Authority of Seller. Seller has all requisite power and authority to execute and deliver this Contract, to consummate the transactions contemplated hereby and to perform all the terms and conditions hereof to be performed by it; and,
Sample 1
Status and Authority of Seller. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada with all necessary corporate power and authority to conduct its business, to own, lease, or operate its properties in the places where its business is conducted and such properties are owned, leased, or operated. Seller is duly qualified to do business and is in good standing as a foreign corporation in all jurisdictions where the failure to be so qualified would have a material adverse affect on Seller or the Purchased Assets. Seller has the full power and authority to enter into this Agreement and the Assignment of Lease (collectively, the "Transaction Documents"), and to consummate the transactions contemplated thereby. The execution, delivery, and performance of each Transaction Document by Seller has been duly and validly authorized and approved by all necessary action on the part of Seller's board of directors and shareholders. Each Transaction Document is the legal, valid, and binding obligation of Seller, and is enforceable against Seller in accordance with its terms. Neither the execution and delivery of the Transaction Documents by Seller nor the consummation by Seller of the transactions contemplated by the Transaction Documents will (a) violate Seller's Articles of Incorporation or Bylaws; (b) violate any provisions of law or any order of any court or any governmental unit to which Seller or Shareholder are subject, or by which the Purchased Assets may be bound; (c) conflict with, result in a breach of, or constitute a default under any indenture, mortgage, lease, agreement, or other agreement to which Seller and Shareholder are a party or by which they or any of the Purchased Assets may be bound; or (d) result in the creation of any lien, charge, or encumbrance upon any of the Purchased Assets, result in the acceleration of the maturity of any payment date of any of the Assumed Liabilities, or increase or adversely affect the obligations under any of the Assumed Liabilities. Except for FCC Approval needed for the transfer of the Licenses, no consent, approval, authorization, or action by any third party or any court, administrative agency, or other governmental authority is required in connection with the execution, delivery, and performance by Seller and Shareholder of the Transaction Documents or the consummation by Seller and Shareholder of the transactions contemplated the Transaction Documents.
Sample 1
Status and Authority of Seller. (a) Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of its incorporation and has all requisite corporate power and authority to own, license, use, lease and operate its material Assets and Properties and to carry on its business (including the Business) as it is now being conducted in all material respects. (b) Seller has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations and the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the performance by Seller of its obligations and the transactions contemplated by this Agreement have been approved by the board of directors of Seller, and no other corporate or other proceedings on the part of Seller are necessary to authorize the execution and delivery of this Agreement by Seller and the performance by Seller of its obligations and the transactions contemplated by this Agreement. Seller has the right and capacity to (i) make, execute and deliver this Agreement and (ii) perform Seller’s obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and constitutes the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar Laws affecting creditors’ rights generally and general principles of equity (whether considered in equity or at Law).
Sample 1
Status and Authority of Seller. The execution and delivery of this Purchase Agreement by the signatories hereto on behalf of the SELLER and the performance of this Purchase Agreement have been duly authorized. SELLER has the legal capacity and authority to execute, deliver and perform under this Agreement.
Sample 1
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Status and Authority of Seller. Seller is duly organized, validly existing and in good standing under the laws of its state of formation, and has all requisite power and authority under the laws of such state and its respective charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Seller has duly qualified to transact business in each jurisdiction in which the nature of the business conducted by it requires such qualification.
Sample 1
Status and Authority of Seller. Seller is duly organized, validly existing and in good standing under the laws of its state of formation, and has all requisite power and authority under the laws of such state and its respective charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Seller has duly qualified to transact business in New Jersey.
Sample 1

Related to Status and Authority of Seller

  • Organization and Authority of Seller Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware. Seller has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Seller 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 Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its 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). When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its 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).

  • Organization and Authority of Buyer Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware. Buyer has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Buyer 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 Buyer of this Agreement and any other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. When each other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms.

  • Authorization and Authority 67.1 Each person whose signature appears on this Agreement represents and warrants that he or she has authority to bind the Party on whose behalf he or she has executed this Agreement. Each Party represents it has had the opportunity to consult with legal counsel of its choosing, and Xxxxxxx has not relied on CenturyLink’s counsel or on representations by CenturyLink’s personnel not specifically contained in this Agreement in entering into this Agreement.

  • Power and Authority; Due Authorization The Servicer has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary action.

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