Status; Authorization, etc Sample Clauses

Status; Authorization, etc. MergerCo is a corporation duly -------------------------- organized, validly existing and in good standing under the laws of the State of Delaware. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of MergerCo and Parent has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action of MergerCo and Parent. Each of MergerCo and Parent has duly executed and delivered this Agreement. This Agreement is the valid and legally binding obligation of MergerCo and Parent, enforceable against MergerCo and Parent in accordance with its terms.

Status; Authorization, etc. (a) Buyer is a corporation incorporated, organized and validly existing under the Law of the Province of British Columbia. Buyer has full power and authority to execute and deliver this Agreement and the Ancillary Agreements to which Buyer is designated a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and (except for the Option Agreement) thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which Buyer is designated a party, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and (except for the Option Agreement) thereby, have been duly authorized by all requisite actions of Buyer. Buyer has duly executed and delivered this Agreement and on the Closing Date will have duly executed and delivered the Ancillary Agreements to which it is designated a party. This Agreement constitutes, and each such Ancillary Agreement when so executed and delivered by Buyer will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. (b) Guarantor is a corporation incorporated, organized and validly existing under the Law of the State of Maryland. Guarantor has full power and authority to execute and deliver this Agreement and the Ancillary Agreements to which Guarantor is designated a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which Guarantor is designated 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 actions of Guarantor. Guarantor has duly executed and delivered this Agreement and on the Closing Date will have duly executed and delivered the Ancillary Agreements to which it is designated a party. This Agreement constitutes, and each such Ancillary Agreement when so executed and delivered by Guarantor will constitute, the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its respective terms. (c) Buyer has made available to Shareholders complete and correct copies of the Organizational Documents of Buyer and Guarantor, as amended, modified or waived through and in effect on the date hereof. E...

Status; Authorization, etc. MergerCo is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of MergerCo and Purchaser has all requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which MergerCo or Purchaser is a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all requisite action of MergerCo and Purchaser. Each of MergerCo and Purchaser has duly executed and delivered this Agreement and the Ancillary Agreements to which it is a party. This Agreement and each of the Ancillary Agreements to which MergerCo and Purchaser are a party constitute the valid and legally binding obligations of MergerCo and Purchaser, enforceable against MergerCo and Purchaser in accordance with its terms.

Status; Authorization, etc. The Purchaser is a corporation duly -------------------------- organized, validly existing and in good standing under the laws of the State of Delaware. Parent is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts. Each of the Purchaser and Parent has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including, but not limited to, the Offer and the Merger. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, including, but not limited to, the Offer and the Merger, have been, and will, by the Effective Time, have been, duly authorized by all requisite action of the Purchaser and Parent. Each of the Purchaser and Parent has duly executed and delivered this Agreement. This Agreement is valid and legally binding obligations of the Purchaser and Parent, enforceable against the Purchaser and Parent in accordance with its terms.

Status; Authorization, etc. Victory is a corporation duly organized, validly existing and in good standing, under the laws of the State of Nevada with full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform fully its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Buyer is a corporation duly organized, validly existing and in good standing, under the laws of the State of Delaware with full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform fully its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer and Victory of this Agreement and each of the Ancillary Agreements to which they are a party, the performance of Buyer and Victory of their respective obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action of Buyer and Victory. Buyer and Victory have duly executed and delivered this Agreement and on the Closing Date Buyer and Victory will have duly executed and delivered the Ancillary Agreements to which they are a party (other than those that are required to be executed as of the Effective Date). This Agreement is, and on the Closing Date, each of the Ancillary Agreements to which Buyer and Victory are a party, will be, valid and legally binding obligations of Buyer and Victory, enforceable against Buyer and Victory in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar Laws relating to creditors’ rights and to general equity principles.