Common use of Due Incorporation or Formation; Authorization of Agreement Clause in Contracts

Due Incorporation or Formation; Authorization of Agreement. Such Member is a corporation or a limited liability company (as the case may be), duly organized, validly existing, and in good standing under the Law of the jurisdiction of its incorporation or formation and has all power and authority to own its property and carry on its business as owned and carried on at the date hereof and as contemplated hereby. Such Member is duly licensed or qualified to do business and is in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder. Each Member has all power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery, and performance of this Agreement has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by such Member and constitutes the legal, valid, and binding obligation of such Member enforceable in accordance with its terms.

Appears in 2 contracts

Samples: Operating Agreement (MGM Mirage), Operating Agreement (MGM Mirage)

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Due Incorporation or Formation; Authorization of Agreement. Such If the Member purports to be an Entity, the Member is a corporation or a limited liability company (duly existing as the case may be), duly organized, validly existing, an Entity and in good standing under the Law laws of the jurisdiction of its incorporation or formation and has all the power and authority authority, as an Entity, to own its property and carry on its business as owned and carried on at the date hereof and as contemplated hereby. Such The Member is duly licensed or qualified to do business and is in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder. Each The Member has all the power and authority as an Entity to execute and deliver this Operating Agreement and to perform its obligations hereunder, and the its execution, delivery, delivery and performance of this Operating Agreement has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by such Member and constitutes the legal, valid, and binding obligation of such Member enforceable in accordance with its terms.

Appears in 2 contracts

Samples: Operating Agreement (Unified Western Grocers Inc), Operating Agreement (Unified Western Grocers Inc)

Due Incorporation or Formation; Authorization of Agreement. Such If a Member purports to be an Entity, then each such Member is a corporation or a limited liability company (duly existing as the case may be), duly organized, validly existing, an Entity and in good standing under the Law laws of the jurisdiction of its incorporation or formation and has all the power and authority authority, as an Entity, to own its property and carry on its business as owned and carried on at the date hereof and as contemplated hereby. Such The Member is duly licensed or qualified to do business and is in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder. Each The Member has all the power and authority as an Entity to execute and deliver this Agreement and to perform its obligations hereunder, and the its execution, delivery, and performance of this Agreement has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by such Member and constitutes the legal, valid, and binding obligation of such Member enforceable in accordance with its terms.

Appears in 1 contract

Samples: Employment Agreement (Intercell International Corp)

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Due Incorporation or Formation; Authorization of Agreement. Such Member is a corporation or a limited liability company (as the case may be), duly organizedformed, validly existing, existing and in good standing under the Law laws of the jurisdiction of its incorporation or formation and has all the company power and authority to own its property and carry on its business as owned and carried on at the date hereof and as contemplated hereby. Such Member is duly licensed or qualified to do business and is in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder. Each Such Member has all the company power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery, delivery and performance of this Agreement has been duly authorized by all necessary corporate company action. This Agreement has been duly executed and delivered by such Member and constitutes the legal, valid, valid and binding obligation of such Member enforceable in accordance with its termsMember.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)

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