Validity of Actions. It is duly organized, validly existing and in good standing under the laws of the State of Delaware and has the authority to carry on its business as currently conducted, and is qualified to do business in all jurisdictions in which such qualification is necessary. It has full power and authority to enter into this Agreement and to carry out all acts contemplated by it. This Agreement and each of the documents provided for in it to be delivered as part of this transaction, have been duly executed and have or will be delivered pursuant to all appropriate corporate authorization on its behalf and is, or will be, its legal, valid and binding obligation and is enforceable against it in accordance with its terms. The execution and delivery of this Agreement, and each of the documents to be executed and delivered by EMI and the Buyer pursuant to its terms, and the consummation of the transactions contemplated by them will not violate any provision of their respective Certificates of Incorporation or Bylaws or, violate, conflict with or result in any breach of any of the terms, provisions of or conditions of, or constitute a default or cause acceleration of any indebtedness under, any indenture, agreement or instrument to which it is a party or by which it or its assets may be bound, or, cause a breach of any applicable law or governmental regulation, or any applicable order, judgment, writ, award, injunction or decree of any court or governmental instrumentality.
Validity of Actions. The Corporation (i) is duly organized, validly existing and in good standing under the laws of its organization, (ii) has all requisite corporate and other appropriate authorization to operate the Schools in the manner in which it is currently operated, (iii) is qualified to do business in all jurisdictions in which such qualification is necessary for the operation of the Schools, other than those jurisdictions where the failure to so qualify would not have a material adverse effect upon the Schools' assets or operations, and (iv) has full power and authority to enter into this Agreement and to carry out all acts contemplated by it. This Agreement has been duly executed and delivered on behalf of the Shareholders and/or the Corporation and the Partnership, has received all necessary corporate authorization and is a legal, valid and binding obligation of the Corporation, the Shareholders and the Partnership, enforceable against each of them in accordance with its terms. The Partnership is duly organized, validly existing and in good standing under the laws of its organization and has all requisite corporate and other appropriate authorization to own and operate the Property in the manner in which it is currently operated. Entering into this Stock Purchase Agreement and the consummation of the transactions contemplated by it will not (i) violate any provision of the Articles of Incorporation or Bylaws of the Corporation or the Partnership Agreement of the Partnership or, (ii) conflict with or result in any breach of in any material respect of any of the provisions of any material agreement to which the Corporation, the Shareholders or the Partnership are a party or by which any of them or any of their respective assets are bound, or (iii) cause a breach of any applicable law, governmental regulation, order, or other decree of any court or governmental agency. The Articles of Incorporation and Bylaws of the Corporation and the Partnership Agreement of the Partnership, as presently in effect, are attached to the Disclosure Memorandum delivered to EMI and the Buyer simultaneously with the execution and delivery of this Stock Purchase Agreement (the "Disclosure Memorandum") as SCHEDULE 2(B).
Validity of Actions. It is duly organized, validly existing and in good standing under the laws of the State of New York and has the authority to carry on its business as currently conducted, and is qualified to do business in all jurisdictions in which such qualification is necessary. It has full power and authority to enter into this Agreement and to carry out all acts contemplated by it. This Agreement and each of the documents provided for in it to be delivered as part of this transaction, have been duly executed and have or will be delivered pursuant to all appropriate corporate authorization on its behalf and is, or will be, its legal, valid and binding obligation and is enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, merger, moratorium or similar laws affecting the enforcement or creditors' rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. The execution and delivery of this Agreement, and each of the documents to be executed and delivered by it pursuant to its terms, and the consummation of the transactions contemplated by them will not violate any provision of its Certificate of Incorporation, and all amendments thereto, or Bylaws or, violate, conflict with or result in any breach of any of the terms, provisions of or conditions of, or constitute a default or cause acceleration of any indebtedness under, any indenture, agreement or instrument to which it is a party or by which it or its assets may be bound, or, upon filing the Plan of Merger with the appropriate governmental instrumentality, cause a breach of any applicable law or governmental regulation, or any applicable order, judgment, writ, award, injunction or decree of any court or governmental instrumentality. The Certificate of Incorporation and Bylaws of BCAM, as presently in effect, are attached as Schedule 3.2 to the Disclosure Memorandum delivered to BCAM and LungCheck Health simultaneously with the execution and delivery of this Agreement (the "BCAM Disclosure Schedule").
Validity of Actions. Until termination under Article 5.8, no action by the Trustees shall be invalid due solely to the ineligibility of a Trustee.
Validity of Actions. DLM - NEVADA (a) is a corporation duly formed, validly existing and in good standing under the laws of the State of Nevada, and (b) has full power and authority to enter into this Agreement and to carry out all acts contemplated by it. This Agreement has been duly executed and delivered on behalf of DLM - NEVADA. DLM - NEVADA has received all necessary authorization to enter into this Agreement, and this Agreement is a legal, valid and binding obligation of DLM - NEVADA, enforceable against DLM - NEVADA in accordance with its terms. The execution and delivery of this Agreement and consummation of the transactions contemplated by it will not violate any provision of DLM - NEVADA's Articles of Incorporation or Bylaws, nor violate, conflict with or result in any breach of any of the terms, provisions or conditions of, or constitute a default or cause acceleration of, any indebtedness under any agreement or instrument to which DLM - NEVADA is a party or by which it or its assets may be bound, or cause a breach of any applicable Federal or state law or governmental regulation, or any applicable order, judgment, writ, award, injunction or decree of any court or governmental instrumentality.
Validity of Actions. Oahu (a) is a corporation duly formed, validly existing and in good standing under the laws of the State of Colorado, and (b) has full power and authority to enter into this Agreement and to carry out all acts contemplated by it. This Agreement has been duly executed and delivered on behalf of Oahu. Oahu has received all necessary authorization to enter into this Agreement, and this Agreement is a legal, valid and binding obligation of Oahu, enforceable against Oahu in accordance with its terms. The execution and delivery of this Agreement and consummation of the transactions contemplated by it will not violate any provision of Oahu’s Certificate of Incorporation, as amended, or Bylaws, nor violate, conflict with or result in any breach of any of the terms, provisions or conditions of, or constitute a default or cause acceleration of, any indebtedness under any agreement or instrument to which Oahu is a party or by which it or its assets may be bound, or cause a breach of any applicable Federal or state law or governmental regulation, or any applicable order, judgment, writ, award, injunction or decree of any court or governmental instrumentality.
Validity of Actions. Evetsco (a) is duly organized, validly existing and in good standing under the laws of the State of Delaware, and (b) has full power and authority to enter into this Agreement and to carry out all acts contemplated by it. This Agreement has been duly executed and delivered on behalf of Evetsco, and Evetsco has received all necessary authorization. This Agreement is a legal, valid and binding obligation of Evetsco, enforceable against Evetsco in accordance with its terms. The execution and delivery of this Agreement and consummation of the transactions contemplated by it will not violate any provision of the Certificate of Incorporation or Bylaws of Evetsco nor violate, conflict with or result in any breach of any of the terms, provisions or conditions of, or constitute a default or cause acceleration of, any indebtedness under any agreement or instrument to which Evetsco is a party or by which it or its assets may be bound, or cause a breach of any applicable federal or state law or regulation, or any applicable order, judgment, writ, award, injunction or decree of any court or governmental instrumentality.
Validity of Actions. ACT-DELAWARE (a) is duly organized, validly existing and in good standing under the laws of the State of Delaware, and (b) has full power and authority to enter into this Agreement and to carry out all acts contemplated by it. This Agreement has been duly executed and delivered on behalf of ACT-DELAWARE, and ACT-DELAWARE has received all necessary authorization. This Agreement is a legal, valid and binding obligation of ACT-DELAWARE, enforceable against ACT-DELAWARE in accordance with its terms. The execution and delivery of this Agreement and consummation of the transactions contemplated by it will not violate any provision of the Certificate of Incorporation or Bylaws of ACT-DELAWARE nor violate, conflict with or result in any breach of any of the terms, provisions or conditions of, or constitute a default or cause acceleration of, any indebtedness under any agreement or instrument to which ACT-DELAWARE is a party or by which it or its assets may be bound, or cause a breach of any applicable federal or state law or regulation, or any applicable order, judgment, writ, award, injunction or decree of any court or governmental instrumentality.
Validity of Actions. Each of the Sellers (i) is duly organized, validly existing and in good standing under the laws of its organization, (ii) has all requisite corporate and other appropriate authorization to conduct its business as currently conducted,(iii) is qualified to do business in all jurisdictions in which such qualification is necessary, other than those jurisdictions where the failure to so qualify would not have a material adverse effect upon the business assets or operations of the Sellers, and (iv), along with Mr. Xxxxxx, xxs full power and authority to enter into this Agreement and to carry out all acts contemplated by it. This Agreement has been duly executed and delivered on behalf of each of the Sellers and the Shareholder, has received all necessary corporate authorization and is a legal, valid and binding obligation of the Sellers and the Shareholder, enforceable against each of them in accordance with its terms. Entering into this Agreement and the consummation of the transactions contemplated by it will not (i) violate any provision of the Articles of Incorporation or Bylaws of Sellers or, (ii) conflict with or result in any breach of in any material respect of any of the provisions of any material agreement to which any of the Sellers or the Shareholder is a party or by which any of them or any of their respective assets are bound, or (iii) cause a breach of any applicable law, governmental regulation, order, or other decree of any court or governmental agency. The Articles of Incorporation and Bylaws of each of the Sellers, as presently in effect, are attached to the Disclosure Memorandum as SCHEDULE 2(B).
Validity of Actions. Each Partnership (a) is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, (b) has the authority to conduct its business as currently conducted and to own and operate the properties which it now owns and operates, (c) is qualified to do business in all jurisdictions in which such qualification is necessary, and (d) has full power and authority to enter into this Agreement and to carry out all acts contemplated by it. This Agreement has been duly executed and delivered on behalf of the Partnerships, and has received all necessary authorization and is a legal, valid and binding obligation of the Partnerships, enforceable against the Partnerships in accordance with its terms. The execution and delivery of this Agreement and consummation of the transactions contemplated by it will not violate any provision of the Partnership Agreements nor violate, conflict with or result in any breach of any of the terms, provisions or conditions of, or constitute a default or cause acceleration of, any indebtedness under any agreement or instrument to which any of the Partnerships are a party or by which they or their assets may be bound, or cause a breach of any applicable federal or state law or governmental regulation, or any applicable order, judgment, writ, award, injunction or decree of any court or governmental instrumentality.
