Corporate Representation. (i) The individual(s) executing this ------------------------ Agreement on each Purchaser's behalf have been duly authorized to execute and deliver this Agreement and the other agreements contemplated hereby, including, without limitation, the Registration Rights Agreement, the Strategic Interactive Services and Marketing Agreement of even date herewith by and between the Company, America Online Brasil, Ltda. ("AOLB"), and Itau (the "Marketing Agreement"), and the related Escrow Agreement, to be dated the date of the Closing, by and among the Company, AOLB, Itau and The Bank of New York, as escrow agent (collectively, the "Related Agreements"); (ii) the signature of each such individual is binding upon such Purchaser; (iii) such Purchaser is duly organized, validly existing and in good standing in its jurisdiction of incorporation or organization and has all requisite power and authority to execute and deliver this Agreement and each of the Related Agreements; (iv) this Agreement is, and upon the execution and delivery thereof, each of the Related Agreements will be, legal, valid and binding obligations of each Purchaser, enforceable in accordance with its terms, subject to laws of general application from time to time in effect affecting creditors' rights and the exercise of judicial discretion in accordance with general equitable principles; (v) the execution and delivery of this Agreement and the Related Agreements and the purchase of the Shares hereunder will not result in the violation of, constitute a breach or default under, or conflict with, any term or provision of the Estatutos, bylaws or other similar governing document of either of the Purchasers or, to its knowledge, a breach or default under any material agreement or any judgment, decree, order, law, rule, statute or regulation by which it is bound or which is applicable to it; and (vi) all corporate or other action on the part of the Purchasers necessary for the authorization, execution, delivery and performance of this Agreement and the Related Agreements has been taken.
Corporate Representation. In order to induce the Bank to accept this Guaranty Agreement, the Guarantor represents and warrants to the Bank that:
Corporate Representation. The Purchaser, as a corporation, represents and warrants that (i) the individual executing this Agreement on its behalf has been duly authorized to execute and deliver this Agreement; (ii) the signature of such individual is binding upon such corporation; (iii) the Purchaser is duly organized, validly existing and in good standing in its jurisdiction of incorporation or organization and has all requisite power and authority to execute and deliver this Agreement; and (iv) the execution and delivery of this Agreement and the purchase of the Shares hereunder will not result in the violation of, constitute a breach or default under, or conflict with, any term or provision of the charter, bylaws or other governing document of the Purchaser or, to its knowledge, a material breach or default under any material agreement, judgment, decree, order, statute or regulation by which it is bound or applicable to it.
Corporate Representation. Any corporation which is a Unitholder may by writing under the hand of a duly authorized officer authorize such person as it thinks fit to act as its representative at any Meeting of the Unitholders and the person so authorized shall be entitled to exercise the same power on behalf of the corporation which he represents as that corporation could exercise if it were an individual Unitholder.
Corporate Representation. The P.A. is validly existing and organized under the laws of the State of _________; it has provided Orthodontix Professional with a Certificate of Good Standing dated within sixty (60) days of the effective date of this Agreement, a copy of which is attached as Exhibit "A"; The Orthodontist is an authorized representative of said P.A. and the P.A. agrees to notify Orthodontix Professional within thirty (30) days of any change in its corporate name, designation or status.
