Status; Authority. The Company is a corporation duly ----------------- organized, validly existing and in good standing under the laws of the State of Texas and has full power and authority to own its properties and to carry on the Business as presently conducted by it. The Company is duly qualified to do business and is in good standing in all other jurisdictions where the conduct of its business so requires. The Company has the full legal right and power required to execute and deliver this Agreement and any and all agreements, documents or instruments to be executed and/or delivered in connection herewith and to perform its obligation hereunder and thereunder. The minute books, stock ledgers and stock records of the Company which have heretofore been provided to Purchaser are complete and accurate and all signatures included therein are the genuine signatures of the persons whose signatures are required. True, correct and complete copies of the Articles of Incorporation and By-laws of the Company, and all amendments to both, have been delivered to Purchaser. The Shareholders each have the full personal right and power required to execute and deliver this Agreement and any and all agreements, documents or instruments to be executed and/or delivered in connection herewith and to perform their obligations hereunder and thereunder.
Status; Authority. City has all requisite power and authority to own and operate the City Parcels. City has full power and authority to execute and deliver this Agreement and all related documents executed by City in connection with the consummation of the transaction contemplated hereby (collectively with this Agreement, “City’s Transaction Documents”), and to carry out the transactions contemplated herein and therein. This Agreement is, and each of City’s Transaction Documents will on the Closing Date be, duly executed and delivered and each (when executed and delivered) will be valid, binding and enforceable against City in accordance with their terms, except as such enforceability may be limited by creditors rights laws, or general principals of equity.
Status; Authority. PWRF is duly organized and validly existing under the laws of the State of Washington, with all requisite power and authority to own and operate its property and to carry on its business as now conducted. PWRF has full power and authority to execute and to deliver this Agreement and all related documents (collectively, “PWRF’s Transaction Documents”), and to carry out the transactions contemplated herein. The execution, delivery and performance of PWRF’s Transaction Documents by PWRF have been duly and validly authorized by all necessary company action. This Agreement is and each of PWRF’s Transaction Documents will on the Closing Date be duly executed and delivered and each (when executed and delivered) will be valid, binding and enforceable as against PWRF in accordance with its terms except as such enforceability may be limited by applicable creditors rights laws and general principles of equity.
Status; Authority. RDRD has legal capacity to execute, deliver and perform RDRD’s obligations under this Agreement; and the consummation of the transactions contemplated by this Agreement, including, without limitation, the Exchange Transaction, have been duly authorized by all necessary action on the part of RDRD and RDRD’s equity owners and this Agreement constitutes the valid and legally binding obligation of RDRD, enforceable against RDRD in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors’ rights generally now or hereafter in effect and subject to the application of equitable principles and the availability of equitable remedies;
Status; Authority. The parties acknowledge and agree that during the Consulting Term, Xxxxxxx shall not be an employee of the Company and that Xxxxxxx’x status hereunder is that of an independent contractor providing services to the Company. Xxxxxxx shall alone be responsible for the conduct of his business and his employees, agents and subcontractors, and shall not be subject to the control of the Company. Xxxxxxx neither expects nor desires that the Company: (i) withhold from any fees due and payable to him any taxes – state, federal, income, social security or otherwise; (ii) pay with respect to Xxxxxxx any fees or taxes for workers’ compensation or unemployment compensation; or (iii) provide Xxxxxxx with any other benefits customarily provided to employees. Xxxxxxx acknowledges and agrees that it is his responsibility to make all estimated and other necessary federal and state tax payments arising from compensation received by Xxxxxxx pursuant to Section 5(b).
Status; Authority. (a) Each of Expert Central and Xxxxxxx is a company duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry out its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not have a Material Adverse Effect.
Status; Authority. (a) Each of Bicen, Saba, Terminals, and SSS is a company with limited liability (naamloze vennootschap), duly incorporated under the Laws of the former Netherland Antilles and currently duly existing under the Laws of the BES islands with statutory seat in Sint Eustatius. Each member of the Company Group has all requisite power and authority to carry on its business as it is now being conducted. Sellers or the Company Group have made available to Purchaser true and complete copies of each member of the Company Group’s Organizational Documents.
(b) Each member of the Company Group is duly licensed or qualified to conduct business under the Laws of each jurisdiction in which the character of the assets owned or leased, or the nature of the business conducted, by each of them requires such licensing or qualification, except where the failure to be so licensed or qualified has not been and would not reasonably be expected to be material to the Company Group. No member of the Company Group is in violation of any material provision of its Organizational Documents.
(c) No member of the Company Group is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in connection with the execution, delivery and performance by Sellers of this Agreement or any of the Transaction Documents to which Sellers are a party or the consummation of the transactions contemplated hereby or thereby.
(d) Neither the execution, delivery, or performance of this Agreement or any Transaction Document by either Seller, nor the consummation of the transactions contemplated hereby or thereby will (i) violate or breach the terms of, cause a default under, conflict with, result in the loss by any member of the Company Group of any rights or benefits under, impose on any member of the Company Group any additional or greater burdens or obligations under, create in any party additional or greater rights or benefits under, create in any party the right to accelerate, terminate, modify or cancel, require any notice or consent or give rise to any preferential purchase or similar right under (1) any applicable Law, (2) except as set forth on Section 4.1 of the Seller Disclosure Schedules, the Organizational Documents of any member of the Company Group, or (3) any Material Contract used in connection with the business of the Statia Facility or by which any member of the Company Group, or any of their respective properties rel...
Status; Authority. 9 4.2 Execution; Valid and Binding Agreements .......................... 9 4.3 Absence of Conflicts ............................................. 9 4.4
Status; Authority. Seller is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as is now being conducted. Seller is duly qualified to transact business, and is in good standing, as a foreign corporation in each jurisdiction where the character of its activities requires such qualification, except where the failure to so qualify would not have a material adverse effect on the assets, liabilities, results of operations, financial condition, business or prospects of the Business. Seller has all requisite corporate power and authority to execute and deliver this Agreement and each of the instruments and other documents to be executed and delivered hereunder, and to perform its respective obligations hereunder and thereunder. Seller has or will have by Closing taken all action required by law, its articles of incorporation, bylaws or otherwise to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.
Status; Authority. The parties acknowledge and agree that during the term of his service as Chairman, the Executive shall not be an employee of the Company and that the Executive’s status hereunder is that of an independent contractor providing services to the Company. The Executive neither expects nor desires that the Company: (i) withhold from any fees due and payable to him any taxes (state, federal, income, social security or otherwise); (ii) pay with respect to the Executive any fees or taxes for workers’ compensation or unemployment compensation; or (iii) provide the Executive with any other benefits customarily provided to employees. The Executive acknowledges and agrees that it is his responsibility to make all estimated and other necessary federal and state tax payments arising from compensation received by the Executive pursuant to this Section 4.
