Valid Authority. The Purchaser has taken all necessary corporate action to authorize the creation, execution, delivery and performance by it of this Agreement and for it to observe and perform the provisions of this Agreement in accordance with its terms.
Valid Authority. Contractor represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of the state of Contractor’s jurisdiction or organization; is in good standing and duly licensed and qualified to transact business as a domestic or foreign corporation in the state, province, region and/or country in which the Project is located; and has full corporate power and authority to enter into and perform this Agreement. Contractor further represents that execution, delivery and performance of this Agreement by Contractor has been duly authorized by all necessary corporate actions of Contractor and that this Agreement constitutes the legal, valid and binding obligation of Contractor, is fully enforceable against Contractor in accordance with the terms of this Agreement, will not violate any judgment, Law, article of incorporation or by-law and will not cause or constitute a default under any lien, charge, encumbrance or security interest upon any assets of Contractor. Contractor’s license number, if required, is the license number set forth in Section 1.4 of the Key Terms Cover Sheet.
Valid Authority. Subtenant hereby represents and warrants to Sublandlord that:
A. Subtenant is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the full right and authority to enter into this Sublease; and
B. The execution, delivery and performance of this Sublease by Subtenant: (i) has been duly authorized, (ii) does not conflict with any provisions of any instrument to which Subtenant is a party or by which Subtenant is bound, and (iii) constitutes a valid, legal and binding obligation of Subtenant. Sublandlord hereby represents and warrants to Subtenant that:
C. Sublandord is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the full right and authority to enter into this Sublease; and
D. The execution, delivery and performance of this Sublease by Sublandlord: (i) has been duly authorized, (ii) does not conflict with any provisions of any instrument to which Sublandlord is a party or by which Sublandlord is bound, and (iii) constitutes a valid, legal and binding obligation of Sublandlord.
Valid Authority. All persons executing this Agreement, or any related settlement documents, represent and warrant that they have the full authority to do so and that they have the authority to take appropriate action required or permitted to be taken pursuant to the Agreement to effectuate its terms. Without limiting the generality of the foregoing, Homestore represents and warrants that this Agreement and the promises and actions set forth herein have been approved by its Board of Directors at a meeting duly and properly called, and that Homestore's officers and agents have been duly authorized by the Board of Directors to take all appropriate actions to effectuate the terms of this Agreement.
Valid Authority. Subtenant and Sublandlord each hereby represents and warrants to the other that:
(i) Sublandlord and Subtenant, respectively, is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the full right and authority to enter into this Sublease; and
(ii) The execution, delivery and performance of this Sublease by Sublandlord and Subtenant, respectively: (a) has been duly authorized, (b) does not conflict with any provisions of any instrument to which Sublandlord and Subtenant, respectively, is a party or by which Sublandlord or Subtenant, respectively, is bound, and (c) constitutes a valid, legal and binding obligation of Sublandlord and Subtenant, respectively.
Valid Authority. Gur Xxxxx hereby represents and warrants that he has the requisite power and authority under any Legal Requirements applicable thereto to execute and deliver this Agreement on behalf of each of the Sellers on whose behalf he has signed this agreement as an Agent (as defined in the Proxies/POAs, as defined below), fully and irrevocably binding each such Seller as a party hereto (as if such Seller had executed and delivered this Agreement), pursuant to the those certain Irrevocable Proxies and Powers of Attorney attached hereto as Annex 3.7 (the “Proxies/POAs”) and that none of the Proxies/POAs has been revoked, or to his knowledge, attempted to be revoked by the giver and maker thereof. Upon execution of this Agreement on behalf of each of the Sellers, Gur Xxxxx represents and warrants that this Agreement will be duly executed and delivered by each Seller on whose behalf he has signed this Agreement pursuant to the authority of the Proxies/POAs and shall constitute the valid and binding obligation of each such Seller enforceable against each such Seller, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
Valid Authority. Subtenant hereby represents and warrants to Sublandlord that:
Valid Authority. Subtenant hereby represents and warrants to Sublandlord that:
A. Subtenant is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the full right and authority to enter into this Sublease; and
B. The execution, delivery and performance of this Sublease by Subtenant: (i) has been duly authorized, (ii) does not conflict with any provisions of any instrument to which Subtenant is a party or by which Subtenant is bound, and (iii) constitutes a valid, legal and binding obligation of Subtenant.
Valid Authority. IMS represents and warrants that it is a corporation, duly organized, validly existing and in good standing under the laws of its state of domicile, and that it has valid authority under its charter documents and is fully authorized and permitted by its board of directors to enter into this Agreement, to execute any and all documentation required herein and to perform the terms of this Agreement. This Agreement is a valid and binding legal obligation of IMS and is enforceable in accordance with its terms. IMS will not enter into any agreement if the execution and/or performance of it would violate or interfere with this Agreement or any right granted hereunder, or have a material adverse effect on Insight.
Valid Authority. Each of Subtenant and Sublandlord hereby represents and warrants as to itself:
A. It is duly organized, validly existing and in good standing under the laws of Delaware, and has the full right and authority to enter into this Sublease;
B. The execution, delivery and performance of this Sublease (i) have been duly authorized, (ii) do not conflict with any provisions of any instrument to which it is a party or by which it is bound and (iii) constitute its valid, legal and binding obligation;
C. Subject to receipt of Overlandlord’s consent, it has the right and power to execute and deliver this Sublease and to perform its obligations hereunder; and
D. It is authorized to conduct business in the state where the Sublease Premises are located.
