Existence and Authorization. If the Seller is not an individual, the Seller is validly existing under the laws of its jurisdiction of formation, continuance, incorporation or organization and has all necessary power, authority and capacity to enter into this Agreement and to carry out its obligations hereunder.
Existence and Authorization. The Offeror is duly incorporated and validly existing under the Laws of its jurisdiction of incorporation and has the requisite legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
Existence and Authorization. Borrower is a nonprofit corporation, validly organized and lawfully existing under the laws of Texas, and qualified to do business and in good standing under the laws of the State of Texas. Xxxxxxxx has the requisite power and authority to execute, deliver, and perform the Loan Documents. The execution, delivery, and performance by Borrower of the Loan Documents have been duly authorized by all requisite corporate action by or on behalf of Borrower and will not conflict with, or result in a violation of or a default under, the Organizational Documents of Borrower.
Existence and Authorization. Borrower is a limited liability company, validly organized and lawfully existing under the laws of Delaware, and qualified to do business and in good standing under the laws of the State of California. Borrower has the requisite power and authority to execute, deliver, and perform the Loan Documents. The execution, delivery, and performance by Borrower of the Loan Documents have been duly authorized by all requisite corporate action by or on behalf of Borrower and will not conflict with, or result in a violation of or a default under, the Organizational Documents of Borrower.
Existence and Authorization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority to execute, deliver and perform the Company’s obligations under this Agreement and all agreements, instruments and documents contemplated hereby. This Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency or other equitable remedies.
Existence and Authorization. Seller (a) is duly organized and validly existing under the laws of its jurisdiction of organization or incorporation and (b) has full power and authority to execute, deliver and perform its obligations under the Operative Documents to which it is a party.
Existence and Authorization. Buyer (a) is duly organized and validly existing under the laws of its jurisdiction of organization or incorporation, (b) is in good standing under such laws, and (c) has full power and authority to execute, deliver and perform its obligations under the Operative Documents to which it is a party.
Existence and Authorization. The Stockholder is a company incorporated and registered in Bermuda, and has all necessary power and authority to execute, deliver and perform the Stockholder’s obligations under this Agreement and all agreements, instruments and documents contemplated hereby and to sell and deliver the Shares being sold hereunder. This Agreement constitutes a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as may be limited by bankruptcy, insolvency or other equitable remedies.
Existence and Authorization. Such Seller is an entity duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation. The execution, delivery and performance by such Seller of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of such Seller and have been duly authorized by all necessary corporate action on the part of such Seller. This Agreement constitutes a valid and binding agreement of such Seller enforceable against it in accordance with the terms of this Agreement, subject to the bankruptcy and equity exception.
Existence and Authorization. Each Seller is a natural person or entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. Sellers have all necessary right, power, capacity and authority, as applicable, to execute and deliver this Agreement and each of the Non-Competition Agreement and the other certificates and instruments being delivered pursuant to this Agreement (together with this Agreement, the “Transaction Documents”) to be executed and delivered by such Seller to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof. In the case of any Seller that is an entity, the execution, delivery and performance by such Seller of this Agreement and each of the Transaction Documents have been duly authorized by all requisite action in accordance with applicable Law and with the organizational documents of such Seller. Each of this Agreement and the other Transaction Documents have been duly executed and delivered by each Seller and, assuming the due execution and delivery of this Agreement by the other parties, constitutes the legal, valid and binding obligations of each Seller, enforceable against such Seller, in accordance with its terms, subject to (i) the effect of any applicable Law of general application relating to bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights and relief of debtors generally and (ii) the effect of rules of law and general principles of equity, including rules of law and general principles of equity governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in an action in equity or at law).
