Authority of the Purchaser. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreement to which it is a party, the performance by it of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and upon their execution the Ancillary Agreements to which it is a party will be duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Company as the case may be) this Agreement constitutes, and upon their execution and Ancillary Agreements to which it is a part will constitute, legal valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their terms.
Authority of the Purchaser. The Purchaser has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by the Purchaser as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by the Purchaser and the completion by the Purchaser of the Transaction have been authorized by the directors of the Purchaser and no other corporate proceedings on the part of the Purchaser are necessary to authorize this Agreement or the completion by the Purchaser of the Transaction. This Agreement has been executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity. The execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser of its obligations hereunder and the completion of the Transaction, do not and will not result in a violation, contravention or breach or constitute a default under, or entitle any party to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of:
Authority of the Purchaser. The Purchaser has the corporate power and corporate authority to execute and deliver this Agreement, to consummate the trans actions contemplated hereby and to comply with the terms, conditions and provisions hereof. The execution, delivery and performance of this Agree ment by the Purchaser has been duly authorized and approved by the Purchaser's Board of Directors and does not require any fur ther authorization or consent of the Purchaser or its stock holders. This Agreement is the legal, valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms. Neither the execution and delivery by the Purchaser of this Agreement or the consummation by the Purchaser of any of the transactions contemplated hereby nor compliance by the Purchaser with or fulfillment by the Purchaser of the terms, conditions and provisions hereof will:
Authority of the Purchaser. The Purchaser has all requisite corporate power and authority to acquire the Shares and to execute and deliver this Agreement and to consummate the transactions contemplated hereby.
Authority of the Purchaser. No consent, authorization or approval of, -------------------------- or declaration, filing or registration with, any governmental, administrative or regulatory body, or any consent, authorization or approval of any other third party, is necessary in connection with the Purchaser's purchase of the Purchased Assets contemplated hereby or the consummation of the other transactions contemplated hereby.
Authority of the Purchaser. The Purchaser has full limited liability company power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Purchaser of this Agreement, the performance by the Purchaser of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against the Purchaser in accordance with its terms.
Authority of the Purchaser. 2.1 All acts done and documents executed or signed by the Purchaser in good faith in the purported exercise of any power conferred by this power of attorney shall for all purposes be valid and binding on a Seller and his/her/its successors and each such Seller undertakes and agrees to ratify all such acts done and documents executed and signed.
Authority of the Purchaser. Each Grantor acknowledges that the rights and responsibilities of the Purchaser under this Agreement with respect to any action taken by the Purchaser or the exercise or non-exercise by the Purchaser of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, be governed by the Transaction Documents, and by such other agreements with respect thereto that may exist from time to time among them.
Authority of the Purchaser. The execution, delivery and performance by the Purchaser of this Agreement and the Documents to which it is a party have been duly authorized by its Board of Directors. This Agreement is, and upon execution and delivery as herein provided the Documents to which the Purchaser is a party will be, valid and binding upon the Purchaser and enforceable against it in accordance with their respective terms. Neither the execution, delivery or performance by the Purchaser of this Agreement or such Documents will conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, the Certificate of Incorporation or bylaws of the Purchaser or under any indenture, mortgage, deed of trust or other contract or agreement to which it is a party or by which the Purchaser or its property is bound, or violate any order, writ, injunction or decree of any court, administrative agency or governmental body.
Authority of the Purchaser. The Purchaser has all requisite limited liability company power and authority to execute, deliver and perform its obligations under this Agreement and each of the Ancillary Documents to which it is a party. The execution, delivery and performance of this Agreement and such Ancillary Documents by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite Delaware limited liability company action of the Purchaser. This Agreement and each such Ancillary Document have been duly and validly executed and delivered by the Purchaser and (assuming this Agreement and each such Ancillary Document constitute a valid and binding obligation of the Sellers) constitute a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with their terms, subject to the Bankruptcy and Equity Exceptions.
