Actions Authorized. Holding has taken all corporate actions necessary to authorize it to enter into this Agreement and, prior to the Effective Time, will have taken all corporate actions necessary to authorize it to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Holding and, assuming due authorization, execution and delivery of this Agreement by the Stockholder constitutes a legal, valid and binding obligation of Holding enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).
Actions Authorized. The Company has taken all corporate actions necessary to authorize it to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.
Actions Authorized. Buyer has taken all corporate actions necessary to authorize it to enter into this Agreement and, prior to the Closing Date, will have taken all corporate actions necessary to authorize it to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Buyer and, assuming due authorization, execution and delivery of this Agreement by Rollover Seller, constitutes a legal, valid and binding obligation of Buyer enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).
Actions Authorized. Each of the Company and Nortek has taken all actions necessary to authorize it to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and Nortek and constitutes a legal, valid and binding obligation of the Company and Nortek enforceable in accordance with its terms.
Actions Authorized. The Stockholder has taken all corporate actions necessary to authorize it to enter into and to perform this Agreement, the Revised Formation Agreement, the Revised LLC Agreement and the Accession Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and upon the execution thereof, the Accession Agreement will have been duly executed and delivered by the Stockholder and, assuming due authorization, execution and delivery hereof and thereof by GHX, each such agreement constitutes a legal, valid and binding obligation of the Stockholder enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).
Actions Authorized. GHX has taken all limited liability company actions necessary to authorize it to enter into and to perform this Agreement, the Formation Agreement Amendment, the LLC Agreement Amendment and the Accession Agreement and to consummate the transactions contemplated hereby and thereby. All requisite approvals of the owners of the outstanding Membership Units of GHX necessary under the Formation Agreement and the LLC Agreement (i) to approve the Exchange, the Formation Agreement Amendment, the LLC Agreement Amendment and the Accession Agreement and (ii) to admit the Stockholder as a member of GHX have been obtained. Each of this Agreement, the Formation Agreement Amendment and the LLC Agreement Amendment have been, and upon the execution thereof, the Accession Agreement will have been duly executed and delivered by GHX and, assuming due authorization, execution and delivery hereof and thereof by the Stockholder and the other parties thereto, as applicable, constitutes a legal, valid and binding obligation of GHX enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).
Actions Authorized. The authorized person listed above may enter into any agreements of any nature with Lender, and those agreements will bind Trust. Specifically, but without limitation, the authorized person is authorized, empowered, and directed to do the following for and on behalf of Trust:
Actions Authorized. All action necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly and validly taken by the Company, and the Company shall have full power and right to consummate the transactions contemplated hereby. The Company shall have furnished to the Purchaser such documents relating to its corporate existence and authority (including, without limitation, certified copies of the Company's Articles of Incorporation, Bylaws, resolutions and minutes of meetings of the Board of Directors authorizing the Agreement and good standing certificates from the Secretary of State of the states of Florida and such other matters as the Purchaser or its counsel may reasonably request.
Actions Authorized. The Company has taken such corporate actions as are necessary to authorize it to enter into and perform its obligations under the Transaction Documents and to consummate the transactions contemplated therein. The Transaction Documents have been duly executed and delivered by the Company and constitute a legal, valid and binding obligation of the Company enforceable in accordance with their terms.
Actions Authorized. The Company has taken all corporate actions necessary to authorize it to enter into this Agreement and perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution, and delivery of this Agreement by the Stockholder, constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).
