Organization and Standing; Authorization. Such Founder Holder, (a) if a natural person, is of legal age to execute this Agreement and is legally competent to do so, and (b) if the Founder Holder is not a natural person, (i) has been duly organized and is validly existing and in good standing under the Laws of the State of Delaware or other state of its formation, (ii) has all requisite corporate or limited liability power and authority, as applicable, to own, lease and operate its properties and to carry on its business as now being conducted, (iii) has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and (iv) is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. If the Founder Holder is not a natural person, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other corporate proceedings on the part of such Founder Holder are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby.
Organization and Standing; Authorization. Sponsor has been duly organized and is validly existing and in good standing under the Laws of the State of Delaware, (i) has all requisite limited liability company power and authority, as applicable, to own, lease and operate its properties and to carry on its business as now being conducted, (ii) has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and (iii) is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other proceedings on the part of Sponsor are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby.
Organization and Standing; Authorization. Such Xxxxxxx Shareholder, (a) if a natural person, is of legal age to execute this Agreement and is legally competent to do so, and (b) if the Xxxxxxx Shareholder is not a natural person, (i) has been duly organized and is validly existing and in good standing under the Laws of its jurisdiction of formation, (ii) has all requisite corporate or limited liability power and authority, as applicable, to own, lease and operate its properties and to carry on its business as now being conducted, and (iii) has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. If the Xxxxxxx Shareholder is not a natural person, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other corporate proceedings on the part of such Xxxxxxx Shareholder are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby.
Organization and Standing; Authorization. CORE Capital has been duly organized and is validly existing and in good standing under the Laws of the British Virgin Islands of its formation, (ii) has all requisite corporate or limited liability power and authority, as applicable, to own, lease and operate its properties and to carry on its business as now being conducted, (iii) has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and (iv) is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other corporate proceedings on the part of CORE Capital are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby.
Organization and Standing; Authorization. (i) The Company is a limited liability company validly existing and in good standing under the laws of Delaware, has the requisite limited liability company power to own, lease and operate the properties it now owns, leases and operates, and to carry on its business as now being conducted, and is duly qualified or licensed to do business and is in good standing in every domestic and foreign jurisdiction in the United States and elsewhere in which the nature of its business as now being conducted or its present ownership or leasing of property requires such qualification, except where the failure to be so existing or in good standing, to have such power, or to be so qualified or licensed would not have a material adverse effect on the Company or its business or assets.
Organization and Standing; Authorization. The Company is duly organized and validly existing under the laws of the State of New York. All corporate action on the part of the Company, its directors and member necessary for the authorization, execution, delivery and performance by the Sellers and the Company of this Agreement and the consummation of the transactions contemplated herein, and for the authorization, issuance and delivery of the Interests has been taken or will be taken prior to closing.
Organization and Standing; Authorization. Enforceability; No Violations; Non-Affiliates. ---------------------------------------------
Organization and Standing; Authorization. DEI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The execution and delivery by DEI of this letter agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of DEI. This letter agreement constitutes a valid and binding agreement and obligation of DEI, enforceable against DEI in accordance with its terms, except as the enforceability hereof may be affected by bankruptcy, insolvency or similar laws affecting creditors' rights generally or court applied equitable remedies.
Organization and Standing; Authorization. The U.S. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California. The Swiss Buyer is a société anonyme duly formed and validly existing under the Laws of Switzerland.
Organization and Standing; Authorization. (i) Company is limited liability company validly existing and in good standing under the laws of Nevada, has the power to own, lease and operate the properties it now owns, leases and operates, and to carry on its business as now being conducted, and is duly qualified or licensed to do business and are in good standing in every domestic and foreign jurisdiction in the United States and elsewhere in which the nature of its business as now being conducted or its present ownership or leasing of property requires such qualification.
