Organization; Authority; No Conflicts. (a) If the Grantor is not a natural person, it is a corporation, limited partnership, general partnership, limited liability company or trust duly organized, validly existing and in good standing under the laws of the state of its organization.
Organization; Authority; No Conflicts. (a) If the Contributor is not a natural person, the Contributor is a corporation, limited partnership, general partnership, limited liability company or trust duly organized, validly existing and in good standing under the laws of the state of its organization.
Organization; Authority; No Conflicts. (a) Each Seller is a corporation or other organization duly incorporated or organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization. Each Seller has all requisite corporate or equivalent power and authority to conduct its business as presently conducted and to own, use, license and lease the Acquired Assets and the Sold Shares. Each Seller is duly qualified, licensed or admitted to do business as contemplated by this Agreement and the Ancillary Agreements to which it is or will become a party. Each Seller is not in violation of any of the provisions of its Charter Documents. No Seller has any Subsidiary which is not a party hereto.
Organization; Authority; No Conflicts. (a) Buyer is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Buyer has all requisite limited liability company power and authority to conduct its business as presently conducted and to own, use, license and lease the Acquired Assets and the Sold Shares. Buyer is duly qualified, licensed or admitted to do business as contemplated by this Agreement and the Ancillary Agreements to which it is or will become a party. Buyer is not in violation of any of the provisions of its Charter Documents. Buyer is a wholly owned subsidiary of Buyer Parent. No other Person has any outstanding option, warrant or other right to purchase equity securities of Buyer. Buyer Parent has not entered into or granted any written or oral agreement, option or warrant or any right or privilege (whether by law or contract) for the purchase or acquisition from the Buyer Parent of any of the securities it holds in the capital of Buyer.
Organization; Authority; No Conflicts. Debtor (i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction (it being represented and warranted that Debtor is incorporated in the State of New Jersey), and (ii) Debtor has the power and authority, and all necessary licenses or other authorizations, to own, lease, operate and encumber its properties and to carry on its business as now conducted. Debtor has full authority to enter into this Agreement and each of the Relevant Documents to which it is a party and in so doing it is not breaching or otherwise violating Law (including any Laws relating to its gaming operations), Organizational Documents, or any Contract or other Document to which it is a party, subject or bound (any consents required thereby having previously been obtained), and it has taken all such action as may be necessary or appropriate to make this Agreement and the Relevant Documents binding upon it.
Organization; Authority; No Conflicts. Buyer is a Delaware corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, and there is no jurisdiction in which it is not qualified in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of Buyer’s Certificate of Incorporation or bylaws. Buyer has taken all action required by law, its Articles of Incorporation, its bylaws, or otherwise to authorize the execution and delivery of this Agreement, and Buyer has full power, authority, and legal right and has taken all action required by law, its Certificate of Incorporation, bylaws, or otherwise to consummate the transactions herein contemplated.
Organization; Authority; No Conflicts. (a) Contributor is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its organization.
Organization; Authority; No Conflicts. (i) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has all requisite corporate power and authority to enter into this Agreement and the other agreements, documents and instruments contemplated hereby to be executed and delivered by Purchaser at Closing and to consummate the transactions contemplated hereby and thereby. All corporate acts and other corporate proceedings required to be taken by Purchaser to authorize the execution, delivery and performance of this Agreement and the other agreements, documents and instruments contemplated hereby to be executed and delivered by Purchaser at Closing and the consummation of the transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Purchaser, and each of the other agreements, documents and instruments contemplated hereby to be executed and delivered by Purchaser at Closing, when so executed and delivered, shall have been duly executed and delivered by Purchaser, and this Agreement constitutes, and each of the other agreements, documents and instruments contemplated hereby to be executed and delivered by Purchaser at Closing, when so executed and delivered shall constitute, a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforcement may be limited by the application of bankruptcy, moratorium and other laws affecting creditors’ rights generally and as such enforcement may be limited by the availability of specific performance and the application of equitable principles.
Organization; Authority; No Conflicts. (a) If such Holder is an entity, such Holder is duly organized, validly existing and in good standing in its jurisdiction of organization. Such Holder has all requisite power and authority (and, if such Holder is an individual, has full legal capacity and is competent) to execute and deliver this Agreement, to perform such Holder’s obligations hereunder and to consummate the transactions contemplated hereby. If such Holder is an entity, the execution and delivery of this Agreement have been duly and validly authorized by such Holder and no other proceedings on the part of such Holder (including its board of directors (or comparable managing body)) are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Holder. This Agreement constitutes the legal, valid and binding obligation of such Holder, enforceable against such Holder in accordance with its respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).
Organization; Authority; No Conflicts. (a) The Grantor is a corporation duly organized, validly existing and in good standing under the laws of the state of its organization.
