Validity of Actions. The Company (a) is duly formed, validly existing and in good standing under the laws of the State of Delaware, (b) has the authority to conduct its business as currently conducted, (c) is qualified to do business in all jurisdictions in which such qualification is necessary, and (d) has full power and authority to enter into this Agreement and to carry out all acts contemplated by it, and (e) has no commitment to sell or otherwise transfer any of its assets except in the ordinary course of business. This Agreement has been duly executed and delivered on behalf of the Company, has received all necessary authorization and is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The execution and delivery of this Agreement and consummation of the transactions contemplated by it will not violate any provision of the Limited Partnership Agreement of the Company nor violate, conflict with or result in any breach of any of the terms, provisions or conditions of, or constitute a default or cause acceleration of, any indebtedness under any agreement or instrument to which the Company is a party or by which it or its assets may be bound, or cause a breach of any applicable federal or state law or regulation, or any applicable order, judgment, writ, award, injunction or decree of any court or governmental instrumentality.
Appears in 1 contract
Sources: Merger Agreement (America First Real Estate Investment Partners L P)
Validity of Actions. The Company Each Partnership (a) is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, (b) has the authority to conduct its business as currently conductedconducted and to own and operate the properties which it now owns and operates, (c) is qualified to do business in all jurisdictions in which such qualification is necessary, and (d) has full power and authority to enter into this Agreement and to carry out all acts contemplated by it, and (e) has no commitment to sell or otherwise transfer any of its assets except in the ordinary course of business. This Agreement has been duly executed and delivered on behalf of the CompanyPartnerships, and has received all necessary authorization and is a legal, valid and binding obligation of the CompanyPartnerships, enforceable against the Company Partnerships in accordance with its terms. The execution and delivery of this Agreement and consummation of the transactions contemplated by it will not violate any provision of the Limited Partnership Agreement of the Company Agreements nor violate, conflict with or result in any breach of any of the terms, provisions or conditions of, or constitute a default or cause acceleration of, any indebtedness under any agreement or instrument to which any of the Company is Partnerships are a party or by which it they or its their assets may be bound, or cause a breach of any applicable federal or state law or governmental regulation, or any applicable order, judgment, writ, award, injunction or decree of any court or governmental instrumentality.
Appears in 1 contract
Sources: Merger Agreement (America First Real Estate Investment Partners L P)