Corporate Clause Samples

Corporate. Each party represents and warrants to the other that (i) it is duly organized and validly existing and in good standing under the laws of the state of its incorporation or organization, (ii) it has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (iii) it is duly authorized to execute and deliver this Agreement and duly authorized to perform the obligations hereunder; (iv) this Agreement is a legal and valid obligation of such party, binding and enforceable in accordance with its terms, (v) the execution, delivery and performance of this Agreement does not conflict with any agreement, instrument, or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law, regulation or order of any court, governmental body or administrative or other agency having jurisdiction over it.

Corporate. (a) The statements in Section (A) of the Preamble are true and correct. (b) The Company (i) has been duly established, (ii) is validly existing and (iii) has the requisite corporate power and authority to carry on its business as conducted as of the date hereof and the Closing Date. (c) The Sold Shares are duly authorized and validly issued. The Company is not obliged to issue further shares. There are no securities or other instruments convertible into shares or equity interests in the Company. (d) Except as disclosed in Exhibit 5.2(d), with respect to the Company, the mandatory provisions of applicable laws (including capital maintenance rules and insolvency laws) in relation to any capital increase, capital decrease or similar procedure affecting the share capital, and profit distributions have been complied with. (e) The Company is not, and was not in the past, a party (i) to any enterprise agreement within the meaning of sections 291 and 292 AktG, (ii) any silent partnership agreement (stille Beteiligung) or (iii) any agreement that grants a third party any right with respect to the corporate governance or profits of the Company. (f) No shareholders’ resolution of the Company is void or has been challenged (angefochten) or threatened to be challenged by any shareholder or any third party. (g) To Sellers’ Knowledge, the Company is under no obligation to acquire any shares or partnership interests in any company or other entities or to make any contributions to any company or other entities.

Corporate. If the Seller is a corporation or limited liability company, it is duly organized and validly existing under the laws of its state of incorporation or formation. Seller has all requisite power and authority to enter into and perform its obligations under this Agreement and all other agreements to be executed and delivered by Seller hereunder and to consummate the transactions contemplated hereby.

Corporate. (a) Seller is a corporation duly organized, existing and in good standing under the laws of the Commonwealth of Virginia. Seller has all necessary corporate power and authority to own the Purchased Assets and to conduct the Purchased Business as now conducted. (b) All corporate acts required to be taken by Seller to authorize the execution and delivery of this Agreement and each of the documents and instruments to be executed by Seller pursuant to this Agreement (Seller's Ancillary Documents"), the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the approval of Seller's shareholders and board of directors, have been duly and properly taken, and no other corporate proceedings on the part of Seller are necessary to authorize such execution, delivery and performance. (c) This Agreement has been, and Seller's Ancillary Documents will be, duly executed and delivered by duly authorized officers of Seller. This Agreement and each of Seller's Ancillary Documents that is a contract constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms. (d) No consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person is required for the execution and delivery of this Agreement and Seller's Ancillary Documents and the consummation by Seller of the transactions contemplated by this Agreement and Seller's Ancillary Documents. (e) Neither the execution and delivery of this Agreement and Seller's Ancillary Documents by Seller, nor the consummation by Seller of the transactions contemplated hereby and thereby, will conflict with or result in a breach of any of the terms, conditions or provisions of (i) Seller's Articles of Incorporation or By-laws, (ii) to the best of Seller's knowledge, any statute or administrative regulation, (iii) any order, writ, injunction, judgment or decree of any court or any governmental authority or any arbitration award, or (iv) except as set forth on Schedule 4.1(d) of the Disclosure Schedule, any material contract or agreement by which the Purchased Assets may be bound, nor give rise to any default, acceleration or right of termination under any such contract or agreement.

Corporate. Buyer shall be a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.

Corporate. (a) Seller is a corporation duly organized, existing and in good standing under the laws of the State of Connecticut. Seller has all necessary corporate power and authority to own its properties and assets and to conduct its business as now conducted. (b) Seller has qualified as a foreign corporation, and is in good standing, under the laws of each jurisdiction where the nature of the Business or the nature or location of its assets requires such qualification. (c) Seller has full corporate power and authority to execute and deliver this Agreement and all documents and instruments to be executed by Seller pursuant to this Agreement (collectively, "Seller's Ancillary Documents"), to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. (d) All corporate acts required to be taken by Seller to authorize the execution and delivery of this Agreement and each of Seller's Ancillary Documents, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the approval of Seller's shareholders and board of directors, have been duly and properly taken, and no other corporate proceedings on the part of Seller are necessary to authorize such execution, delivery and performance. (e) This Agreement has been, and Seller's Ancillary Documents will be, duly executed and delivered by duly authorized officers of Seller. This Agreement and each of Seller's Ancillary Documents that is a contract constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms. (f) No consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person is required for the execution and delivery of this Agreement and Seller's Ancillary Documents and the consummation by Seller of the transaction contemplated by this Agreement and Seller's Ancillary Documents. (g) Neither the execution and delivery of this Agreement and Seller's Ancillary Documents by Seller, nor the consummation by Seller of the transactions contemplated hereby and thereby, will conflict with or result in a breach of any of the terms, conditions or provisions of (i) Seller's Articles of Incorporation or By-laws, (ii) any statute or administrative regulation, (iii) any order, writ, injunction, judgment or decree of any court or any governmental authority or any arbitration award, ...

Corporate. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

Corporate. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was incorporated.

Corporate. 5.1.1. Xceed is a corporation duly organized, validly existing and in good standing under and by virtue of the laws of the State of Delaware. Xceed is qualified to do business as a foreign corporation in such other states in which ownership of its respective assets or the nature and conduct of its business requires such qualification. 5.1.2. Xceed and each of its subsidiaries has the power to own its properties and to carry on its businesses as and where such are now conducted. Xceed does not have any equity interest in any other corporation, partnership, joint venture or association or control, directly or indirectly, of any other entity except for its interests in the subsidiaries listed on its Form 10-K for the year ended August 31, 1998 (the Form "10-K"), copies of which have been furnished to X-ceed Atlanta and ▇▇▇▇▇. 5.1.3. The authorized capital stock of Xceed consists of 30,000,000 shares of Common Stock, par value $.01 per share, of which 15,866,693 shares are presently outstanding immediately prior to the date hereof and Two Million (2,000,000) shares of Preferred Stock, par value $.05 per share, of which no shares of Preferred Stock are issued and outstanding. All of the issued and outstanding shares of Xceed's Common Stock are duly authorized, validly issued, fully paid and non-assessable. There are no preemptive rights on the part of any holder of any class of securities of Xceed or any of its subsidiaries and no options, warrants, conversion or other rights, agreements, or commitments of any kind obligating Xceed or any of its subsidiaries, contingently or otherwise, to issue or sell any shares of its capital stock of any class or any securities convertible into or exchangeable for any such shares and no authorization therefor has been given, except as set forth in the Form 10-K. 5.1.4. This Agreement has been duly executed and delivered by Xceed and constitutes the legal, valid and binding obligation of Xceed, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally, and by general principles of equity. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporation action on the part of Xceed, and no other corporate proceedings on its part are necessary to authorize this Agreement.