Common use of Corporate Clause in Contracts

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, or (iv) any contract or agreement to which Seller is a party or 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. (a) Seller The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of ConnecticutCalifornia, and is duly qualified as a foreign corporation in all jurisdictions in which the failure to be so qualified would have a material adverse effect on the business, assets, properties or results of operations or financial condition (a "Material Adverse Effect") of the Company. (a) The states in which the Company is licensed or qualified to do business are listed in Schedule 3.4. Seller The Company has all necessary requisite corporate power and authority to own own, lease and operate its properties and assets and to conduct carry on its business as and where such business is now being conducted. (b) Seller has qualified The copies of the Articles of Incorporation and Bylaws of the Company, including any amendments thereto, which have been delivered by the Company to Buyer and the Merger Subsidiary are true, correct and complete copies of such instruments as a foreign corporationpresently in effect. The corporate minute book and stock records of the Company which have been furnished to Buyer and the Merger Subsidiary for inspection are true, correct and complete, in all material respects, and is in good standing, under accurately reflect all material corporate action taken by the laws of each jurisdiction where the nature Company. The directors and officers of the Business or Company are listed in Schedule 3.4(c) (the nature or location of its assets requires such qualification"Directors and Officers"). (c) Seller The Company has full all necessary corporate power power, legal right, capacity and authority to execute and deliver this Agreement and all documents and instruments each ancillary document to be executed by Seller pursuant to this Agreement (collectivelywhich it is a party, "Seller's Ancillary Documents"), to perform its obligations hereunder and thereunder, 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 ancillary document to which the Company is a contract constitutes party have been authorized by the Company's Board of Directors and will be authorized by the Shareholders upon execution of the Shareholders' Consent and, except for execution of the Shareholders' Consent, no further action by the Company's Board of Directors or the Shareholders is necessary therefore. This Agreement and each ancillary document to which the Company is a legalparty when executed and delivered will be, a valid and binding obligation of Sellerthe Company, enforceable against the Company in accordance with its terms. , subject to (fa) No consentbankruptcy, authorizationinsolvency, order or approval ofreorganization, or filing or registration with, any governmental authority moratorium or other person is required for the execution similar laws now or hereafter in effect relating to creditors' rights generally and delivery (b) equitable principles of this Agreement and Seller's Ancillary Documents and the consummation by Seller of the transaction contemplated by this Agreement and Seller's Ancillary Documentslaw. (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, or (iv) any contract or agreement to which Seller is a party or 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. 2.2.1 The execution and delivery by Sellers of this Agreement and the Transaction Documents to be executed by them, will, assuming the due authorization, execution and delivery thereof by Purchaser, constitute the legal, valid and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms (aexcept to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors' rights generally and by the availability of injunctive relief, specific performance and other equitable remedies). Sellers have the right, power, authority and capacity to execute and deliver this Agreement and the Transaction Documents and to perform their obligations under this Agreement and the Transaction Documents. 2.2.2 Except for the HSR Clearance or as set forth in Section 2.2.2 of Sellers' Disclosure Schedule, no Approval of any Governmental Authority is required for the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. 2.2.3 Except as set forth in Section 2.2.3 of Sellers' Disclosure Schedule, neither the execution and delivery of this Agreement nor the other Transaction Documents nor the consummation of the transactions contemplated hereby and thereby will conflict with or result in a Breach of any Restriction or require any waiver, approval or consent of any Person. Excluded from the foregoing are such conflicts or Breaches (other than conflicts or Breaches of any articles of incorporation or association, bylaws or other organizational documents) Seller that, and waivers, approvals or consents the failure of which to obtain, would not, individually or in the aggregate, have a Material Adverse Effect on the SIGNAL Companies taken as a whole. 2.2.4 Sellers are not a party to any unexpired, undisclosed or undisputed Contract under the terms of which performance by Sellers according to the terms of this Agreement will require any notice to any Person, whether before or after Closing. Excluded from the foregoing are such notices the failure of which to make would not, individually or in the aggregate, have a Material Adverse Effect on the SIGNAL Companies taken as a whole. 2.2.5 Each SIGNAL Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, and has the State of Connecticut. Seller has all necessary corporate requisite power and authority to own own, lease and operate its assets and properties and assets and to conduct carry on its business as it is now being conducted. All jurisdictions in which the SIGNAL Companies are incorporated or formed are set forth in Section 2.2.5 of Sellers' Disclosure Schedule. (b) Seller has 2.2.6 Each SIGNAL Company is qualified to do business as a foreign corporation, entity and is in good standing, standing under the laws of each jurisdiction all jurisdictions where the nature of the Business its business or the nature or location of its assets requires such qualification, except where the failure to be so qualified and in good standing will not, when taken together with all other such failures, have a Material Adverse Effect on the SIGNAL Companies taken as a whole. All jurisdictions in which the SIGNAL Companies are qualified as a foreign entity are set forth in Section 2.2.6 of Sellers' Disclosure Schedule. 2.2.7 Except for the LLC Interests, no SIGNAL Company owns or has the right to acquire, directly or indirectly, a majority of the voting securities or equity interests of any Person or hold or beneficially own any other direct or indirect interest (c) Seller has full corporate power whether it be common or preferred stock or any comparable ownership interest in any Person that is not a corporation), or any subscriptions, options, warrants, rights, calls, convertible securities or other agreements or commitments for any interest in any Person. 2.2.8 True and authority to execute and deliver this Agreement complete copies of the Articles of Incorporation and all documents amendments thereto, the bylaws as amended and instruments to be executed by Seller pursuant to this Agreement (collectivelycurrently in force, "Seller's Ancillary Documents"), to perform its obligations hereunder and thereunderall stock records, and to consummate all corporate minute books and records of SIGNAL have been furnished for inspection by Purchaser. Said stock records accurately reflect all stock transactions and the transactions contemplated hereby current stock ownership of the stock of SIGNAL. The corporate minute books and therebyrecords of SIGNAL contain true and complete copies of all resolutions adopted by the shareholders or the board of directors of SIGNAL and any other action formally taken by it as such. (d) All corporate acts required to be 2.2.9 True and complete copies of the Articles of Organization and all amendments thereto, the limited liability company agreement as amended and currently in force, all membership records, and all minute books and records of SIGNAL LLC have been furnished for inspection by Purchaser. Said membership records accurately reflect all transactions in membership interests and the current ownership of SIGNAL LLC. The minute books and records of SIGNAL LLC contain true and complete copies of all resolutions adopted by the members or the managers of SIGNAL LLC and any other action formally taken by Seller to authorize the execution such members or managers. 2.2.10 The authorized and delivery issued and outstanding capital stock of this Agreement and each SIGNAL is set out in Section 2.2.10 of Seller's Ancillary DocumentsSellers' Disclosure Schedule. There are no shares of capital stock of SIGNAL of any other class authorized, the performance of its obligations hereunder and thereunder and the consummation issued or outstanding. All of the transactions contemplated hereby issued and therebyoutstanding capital stock of SIGNAL has been duly authorized and is validly issued, includingfully paid and nonassessable. Sellers own all of the issued and outstanding Shares of SIGNAL, without limitation, free and clear of all Claims. There are no Claims relating to the approval issued or unissued capital stock or other securities of Seller's shareholders and board SIGNAL or obligating SIGNAL to issue any securities of directors, any kind. 2.2.11 All outstanding membership interests of SIGNAL LLC are set out in Section 2.2.11 of Sellers' Disclosure Schedule. All of the outstanding membership interests of SIGNAL LLC have been duly authorized. As of the Closing Date, SIGNAL will own one hundred percent (100%) of the outstanding membership interests of SIGNAL LLC, free and properly taken, and clear of all Claims except as set forth in Section 2.2.11 of Sellers' Disclosure Schedule. There are no other corporate proceedings on Claims relating to 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 membership interests or other person is required for the execution and delivery securities 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 SIGNAL LLC or result in a breach obligating SIGNAL LLC to issue any securities 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, or (iv) any contract or agreement to which Seller is a party or by which the Purchased Assets may be bound, nor give rise to any default, acceleration, or right of termination under any such contract or agreementkind.