Authority and Corporate Action. 20 Section 4.3 Capitalization; Ownership of Securities...............................................21 Section 4.4 Compliance with Law; Customer Complaints..............................................22 Section 4.5 Financial Statements. ...............................................................23 Section 4.6
Authority and Corporate Action. Such Selling Party has all necessary corporate power and authority to enter into this Amendment No. 2 and the other instruments and agreements to be executed and delivered by such Selling Party in connection with the transactions contemplated by this Amendment No. 2 (collectively, the "Seller Amendment Documents") and to consummate the transactions contemplated thereby. All corporate action necessary to be taken by such Selling Party to authorize the execution, delivery and performance of the Seller Amendment Documents has or will at Closing have been duly and validly taken. Each of the Seller Amendment Documents to which it is a party constitutes, or upon the execution and delivery by such Selling Party will constitute, the valid, binding and enforceable obligation of such Selling Party, enforceable in accordance with its terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and (ii) as enforceability of any indemnification provision may be limited by federal and state securities laws and public policy.
Authority and Corporate Action. Other than the Stockholder Approval, the Purchaser has all necessary corporate power and authority to enter into this Amendment No. 1 and such other instruments to be executed and delivered by the Purchaser in connection with the transactions contemplated by this Amendment No. 1 ("Additional Purchaser Transaction Documents") and to consummate the transactions contemplated thereby. Other than the Stockholder Approval, all corporate action necessary to be taken by the Purchaser to authorize the execution, delivery and performance of the Additional Purchaser Transaction Documents has been, duly and validly taken. Each Additional Purchaser Transaction Document constitutes, or will constitute upon execution and delivery thereof, the valid, binding and enforceable obligation of the Purchaser, enforceable in accordance with its terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and (ii) as enforceability of any indemnification provision may be limited by federal and state securities laws and public policy.
Authority and Corporate Action. LTFS has all necessary corporate power and authority to enter into this Agreement and the LTFS Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. All corporate action necessary to be taken by LTFS (including by its board of directors and shareholders, as applicable), to authorize the execution, delivery and performance by LTFS of this Agreement and the LTFS Transaction Documents to which it is a party has been duly and validly taken. This Agreement and each of the LTFS Transaction Documents constitutes, or will constitute upon execution and delivery thereof, the valid, binding and enforceable obligation of LTFS, enforceable against LTFS in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Authority and Corporate Action. (a) Each of the BD2 Parties has all necessary power and authority to enter into this Agreement and to consummate the Merger as contemplated hereby. All corporate action necessary to be taken by BD2 to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments delivered by BD2 in connection with the transactions contemplated hereby has or will at Closing have been duly and validly taken. This Agreement constitutes the valid, binding and enforceable obligation of each of the BD2 Parties, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Authority and Corporate Action. (a) Holding and BD1 each has all necessary corporate power and authority to enter into this Agreement and to consummate the Merger as contemplated hereby. All corporate action necessary to be taken by Holding and BD1 to authorize the execution, delivery and performance of this Agreement and all other agreements delivered in connection with this transaction has been duly and validly taken. This Agreement constitutes the valid, binding and enforceable obligation of each of Holding and BD1, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Authority and Corporate Action. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of each of QMS and Seller. The officers of Seller and QMS executing this Agreement have the authority to enter into this Agreement on behalf of Purchaser. Title to Assets. Seller has good and marketable title to all of the Assets free and clear of any and all Liens. Seller has complete and unrestricted power and the unqualified right to sell, convey, assign, transfer and deliver the Assets to Purchaser and to vest in Purchaser good, valid and marketable title to the Assets. There are no existing agreements, commitments or rights with, of or to any person to acquire any of the Assets. All of the Property is in good operating condition and is in a state of good maintenance and repair, and there does not exist any condition which interferes or which may interfere with the economic value or use thereof.
Authority and Corporate Action. Yoji Kawai and Kabushiki Kaisha Typebank have the authority to enter into this Agreement on behalf of Purchaser, and as soon as practicable after the establishment of Purchaser under the laws of Japan, its board of directors shall confirm by appropriate procedure the binding effect of this Agreement upon Purchaser, and shall enter into an assumption agreement with QMS and Seller confirming the assumption of all obligations of Purchaser under this Agreement, the Distributor Agreement, the Assumption Agreement, the License, Note A, Note B, and the Pledge and Security Agreement.
Authority and Corporate Action. FAB Capital has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action and no other corporate proceeding on the part of any FAB Company is necessary to authorize this Agreement or to consummate the transactions contemplated herein. The Board of Directors of FAB Capital has, by the unanimous vote of all directors present, determined that the transaction contemplated hereby is advisable and fair and in the best interests of FAB Capital and its stockholders, and expressly approved the transactions contemplated hereby in accordance with applicable law. This Agreement has been duly executed and delivered by FAB Capital and, assuming the due authorization, execution and delivery thereof by the Company and Western, constitutes the legal, valid and binding obligation of FAB Capital enforceable in accordance with its terms. When delivered to the Company in accordance with the terms of this agreement, the FAB Companies and the FAB Properties will be free and clear of any security interests, liens, claims, pledges, agreements, limitations on voting rights, charges or other encumbrances of any nature whatsoever ("Encumbrances").
Authority and Corporate Action. Western has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary action and no other proceeding on the part of any other person is necessary to authorize this Agreement or to consummate the transactions contemplated herein. The Trustee of Western has determined that the transaction contemplated hereby is advisable and fair and in the best interests of Western and its beneficiaries, and expressly approved the transactions contemplated hereby in accordance with applicable law. This Agreement has been duly executed and delivered by Western and, assuming the due authorization, execution and delivery thereof by the Company, constitutes the legal, valid and binding obligation of Western enforceable in accordance with its terms. When delivered to the Company in accordance with the terms of this Agreement, the Western Properties will be free and clear of any Encumbrances.
