Corporate Status and Authority. Seller is a corporation duly ------------------------------ incorporated, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. On the Closing Date, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements have been duly authorized by the Board of Directors of Seller, which constitutes all necessary corporate action on the part of Seller for such authorization. Subject to the immediately preceding sentence, this Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, or by general equitable principles. Upon the Closing, the Ancillary Agreements shall be duly executed and delivered by Seller and shall constitute the valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, or by general equitable principles.
Corporate Status and Authority. CCSI is a corporation duly organized and existing in good standing under the laws of the state of its incorporation and is fully authorized to carry on its business as it is now being conducted and to enter into the transactions herein set forth. CCSI is duly qualified to transact business as a foreign corporation and is in good standing in each of the jurisdictions requiring such qualification whether by reason of the ownership or leasing of its properties or the conduct or nature of its business. All corporate approvals required have been secured. No consents, approvals, or filings from or with any person or entity other than those delivered to NCS herewith are necessary for the execution, delivery and performance by CCSI of this Agreement and the transactions contemplated hereby. CCSI has all requisite power and authority to execute this Agreement and carry out all the actions required of it herein. This Agreement is the legal, valid and binding agreement of CCSI enforceable against CCSI in accordance with its terms.
Corporate Status and Authority. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own its properties, to conduct its business as conducted at present and to execute, deliver and perform this Agreement.
Corporate Status and Authority. The Purchaser and Neptune are valid and subsisting corporations, duly incorporated and in good standing under the laws of the State of California and Florida, respectively, and are duly qualified to carry on their businesses as they are presently carried on and are duly qualified and authorized to carry on business and are in good standing as a foreign corporation in each jurisdiction in which the character of their properties or the nature of their businesses made such qualification or authorization necessary and have all requisite power and authority to carry on their business as they are now carried on and to own, lease and operate their properties and assets.
Corporate Status and Authority. The Purchaser is a company incorporated under the laws of Jersey and has all necessary corporate power and authority to carry on its business as now being conducted by it. The Purchaser has full power and authority to enter into this Agreement and to do all acts and things and execute and deliver all other documents as are required hereunder to be done, observed or performed by it in accordance with the terms hereof.
Corporate Status and Authority. Such Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to own the Quotas and to execute and deliver this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by the board of directors of such Seller, which approval constitutes all necessary corporate action on the part of the Seller for such authorization. This Agreement has been duly executed and delivered by such Seller and constitutes the valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar laws affecting creditors’ rights generally and by general principles of equity (whether considered at law or in equity).
Corporate Status and Authority. (a) Parent is a corporation duly incorporated, validly existing and in good standing under the laws of its Jurisdiction of Organization and has full corporate power and authority to execute and deliver this Agreement and perform its obligations hereunder.
Corporate Status and Authority. (a) Sub is a corporation duly incorporated, validly existing and in good standing under the laws of its Jurisdiction of Organization and has full corporate power and authority to execute and deliver this Agreement and perform its obligations hereunder.
Corporate Status and Authority. (a) Status: The Company and Parent are each duly organized, validly existing and in good standing under the laws of California and Delaware, respectively, and each has the corporate power to own its property and conduct the Business in the manner in which the Business is now being conducted. Each of the Company and Parent is duly qualified to do business and is in good standing in each jurisdiction in which its ownership of properties or conduct of business requires such qualification and where failure to be so qualified would have a Material Adverse Effect on the Business taken as a whole.
Corporate Status and Authority. Each of the Purchaser and Merger Sub is a corporation duly incorporated and validly existing in good standing under the laws of the state of Nevada and Delaware, respectively, with the corporate power and authority to conduct its business, to own or lease its properties as now conducted, owned or leased, to execute and deliver this Agreement and to perform its obligations hereunder. Each of the Purchaser and Merger Sub has heretofore delivered to the Seller complete and correct copies of its charter and by-laws (or other similar documents) as currently in effect. Each of Purchaser and Merger Sub has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by each of the Purchaser's and Merger Sub's Board of Directors, which, subject to the approval by the affirmative vote of the shareholders of Purchaser and Merger Sub, to the extent required by applicable law, constitutes all necessary corporate action on the part of the Purchaser and Merger Sub for such authorization.
