Organization; Power and Authority; Enforceability. The Guarantor is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware, and has all requisite corporate power to execute and deliver this Amendment and to perform its obligations under this Amendment and the Guaranty as amended hereby. The execution and delivery by the Guarantor of this Amendment and the performance by the Guarantor of its obligations under this Amendment and the Guaranty as amended hereby have been duly authorized by all requisite corporate action on the part of the Guarantor. The Guarantor has duly executed and delivered this Amendment, and this Amendment and the Guaranty as amended hereby constitute the legal, valid and binding obligations of the Guarantor, enforceable against the Guarantor in accordance with their terms.
Organization; Power and Authority; Enforceability. The Seller (a) is a godo kaisha duly established and validly existing under the laws of Japan, (b) has full power and authority to execute and deliver the Transaction Documents to which it is or is intended to be a party and to perform all its obligations and exercise all its rights under such Transaction Documents, (c) has taken all necessary action to authorize the execution and delivery of, and the performance of its obligations under, such Transaction Documents in accordance with their terms and (d) has duly executed and delivered the Transaction Documents to which it is or is intended to be a party as of the date this representation and warranty is made. Assuming the due authorization, execution and delivery by the other parties to the Transaction Documents, the Transaction Documents to which it is or is intended to be a party as of the date this representation and warranty is made constitute valid and legally binding obligations of the Seller, enforceable against the Seller in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights in general or by general principles of equity (the “Bankruptcy Exception”).
Organization; Power and Authority; Enforceability. Such Purchaser (a) is an entity duly established and validly existing under the laws of its jurisdiction of establishment, (b) has full power and authority to execute and deliver the Transaction Documents to which it is or is intended to be a party and to perform all its obligations and exercise all its rights under such Transaction Documents, (c) has taken all necessary action to authorize the execution and delivery of, and the performance of its obligations under, such Transaction Documents in accordance with their terms and (d) has duly executed and delivered the Transaction Documents to which it is or is intended to be a party as of the date this representation and warranty is made. Assuming the due authorization, execution and delivery by the other parties to the Transaction Documents, the Transaction Documents to which it is or is intended to be a party as of the date this representation and warranty is made constitute valid and legally binding obligations of such Purchaser, enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by the Bankruptcy Exception.
Organization; Power and Authority; Enforceability. Seller is a limited liability company duly organized and validly existing under the laws of the State of Delaware and is qualified to do business in the State of Hawaii. Seller has all requisite power and authority to own the Property, to execute and deliver this Agreement and the Transaction Documents to which Seller is a party, and to perform its obligations hereunder and thereunder and effect the transactions contemplated hereby and thereby. All requisite limited liability company or other action has been or will be taken to authorize and approve the execution, delivery and performance by Seller of this Agreement and the Transaction Documents to which Seller is a party and this Agreement and the Transaction Documents shall constitute the valid and binding obligation of Seller, enforceable against Seller in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.
Organization; Power and Authority; Enforceability. Each Landmark Party is a corporation, limited liability company or limited partnership, as applicable, duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all powers and all material governmental licenses, authorizations, consents and approvals required to own its property and assets and carry on its business as now conducted or as it presently proposes to conduct and has been duly qualified and is in good standing in every jurisdiction in which the failure to be so qualified and/or in good standing is likely to have a Material Adverse Effect. Each Landmark Party has the requisite power and authority to execute, deliver and carry out the terms and provisions of this Agreement and has taken all necessary action to authorize the execution and delivery on its behalf and its performance of this Agreement. Each Landmark Party has duly executed and delivered this Agreement in accordance with its terms, and this Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with the terms thereof, except as enforceability may be limited by applicable insolvency, bankruptcy or other similar laws affecting creditors rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.
Organization; Power and Authority; Enforceability. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Iowa. Each of the Companies is a corporation duly organized and validly existing under the laws of the State of Iowa, and has all requisite corporate power and authority to own its properties and to carry on its business as presently conducted. Each of the Companies is qualified or licensed to transact business as a foreign corporation and is in good standing in each of those jurisdictions set forth opposite such Company’s name on Schedule 2.01, which constitute all of the jurisdictions in which its ownership or leasing of its assets or property or the conduct of business as presently conducted requires it to qualify, except where the failure to be so qualified, individually or in the aggregate, would not have a Material Adverse Effect.
Organization; Power and Authority; Enforceability. The Company is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. The Company has all requisite limited liability company power to execute and deliver this Amendment and to perform its obligations under this Amendment and the Note Agreement as amended hereby. The execution and delivery by the Company of this Amendment and the performance by the Company of its obligations under this Amendment and the Note Agreement as amended hereby have been duly authorized by all requisite limited liability company action on the part of the Company. The Company has duly executed and delivered this Amendment, and this Amendment and the Note Agreement as amended hereby constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
Organization; Power and Authority; Enforceability. The Seller is a company duly organized and validly existing under the Laws of the State of Israel. The Seller has all necessary power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party and has taken all actions necessary to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. This Agreement and each Ancillary Agreement to which the Seller is party has been duly executed and delivered by the Seller and constitutes the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its respective terms.
Organization; Power and Authority; Enforceability. The Buyer is a company duly organized, validly existing and in good standing under the Laws of the State of Israel. The Buyer has all necessary corporate power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party and has taken all corporate or other action necessary to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. This Agreement and each Ancillary Agreement to which the Buyer is party has been duly executed and delivered by the Buyer and constitutes the valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its respective terms.
Organization; Power and Authority; Enforceability. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Washington. The Company is a corporation duly organized and validly existing under the laws of the State of Washington, and has all requisite corporate power and authority to own its properties and to carry on its business as presently conducted. The Company and each of its Subsidiaries is qualified or licensed to transact business as a foreign corporation and is in good standing in each of those jurisdictions set forth on Schedule 2.01, which constitute all of the jurisdictions in which the ownership or leasing of its assets or property, or the conduct of business as presently conducted requires it to qualify, except where the failure to be so qualified, individually or in the aggregate, would not have a Material Adverse Effect.
