Approval and Enforceability of Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized, approved and ratified by all necessary action on the part of Seller. Certified copies of all required resolutions, authorizations, consents, approvals and/or ratifications have been provided to Buyer and no such resolution, authorization, consent or approval has been altered, amended, rescinded, repealed or revoked. Seller has full authority to enter into and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. Assuming the due execution and delivery hereof by Buyer, this Agreement is the legal, valid and binding obligation of Seller, enforceable against Seller according to its terms.
Approval and Enforceability of Agreement. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized, approved and ratified by all necessary action on the part of Seller. Seller, to the extent required, has full authority to enter into and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.
(b) Assuming the due execution and delivery hereof by Buyer, this Agreement is the legal, valid and binding obligation of Seller, enforceable against Seller according to its terms.
(c) The execution, delivery, and performance of this Agreement by Seller will not (a) violate or require any consent, approval, or filing under (i) any Law or any Governmental Authority, or (ii) any judgment, injunction, order, writ or decree of any court, arbitrator, Government or Governmental Authority by which Seller or any of the Assets are bound; (b) conflict with, require any consent, approval, or filing under, result in the breach (whether or not with the giving of notice or lapse of time, or both) or termination of any provision of, constitute a default under, or result in the creation of any claim, security interest, lien, charge, or encumbrance upon any of the Assets pursuant to, (i) Seller's articles of incorporation or bylaws, (ii) any indenture, mortgage, deed of trust, license, permit, approval, consent, franchise, lease, Contract, or other instrument, document or agreement to which Seller is a party or by which Seller or any of the Assets is bound, or (iii) any judgment, injunction, order, writ or decree of any court, arbitrator, Government or Governmental Authority by which Seller or any of the Assets is bound; and all Permits and Authorizations required to be held or obtained prior to the Closing, shall have been obtained and shall be in full force and effect as of the Closing Date, except where the failure to hold any such Authorization will not have a Material Adverse Effect on the Business or Buyers following the Closing.
Approval and Enforceability of Agreement. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized, approved and ratified by all necessary corporate action on the part of Seller. At the Closing, Seller will deliver to Buyer correct and complete copies of the resolutions of Seller, certified by its secretary, giving authorization and approval of the transactions contemplated hereby. Such resolutions shall not have been altered, amended or revoked. Seller has full corporate authority to enter into and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Shareholder has the full power, legal right and capacity to enter into and deliver this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby.
(b) Assuming due execution and delivery hereof by Buyer and OSI, this Agreement is the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of Seller and Shareholder according to its terms except that (i) such enforcement may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to or limiting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the Court before which any proceeding therefor may be brought.
(c) Seller is acquiring the shares of common stock consisting of the OSI Stock for its own account, for investment purposes and without any view to resale or distribution of such shares or any portion thereof except that such shares may be distributed to Shareholder. Each of Seller and Shareholder is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended. Each of Seller and Shareholder has sufficient experience in business, financial and investment matters to be able to evaluate the risk involved in the purchase of the OSI Stock and to make an informative investment decision with respect to such purchase. Each of Seller and Shareholder acknowledges that the purchase of the OSI Stock is a speculative investment which involves a risk of loss by Seller or Shareholder, as the case may be, of its or his investment in the OSI Stock. Each of Seller and Shareholder further acknowledges receipt of OSI's Registration Statement ...
Approval and Enforceability of Agreement. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized, approved and ratified by all necessary action on the part of Buyer. Buyer has full authority to enter into and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.
(b) Assuming the due execution and delivery hereof by Seller, this Agreement is the legal, valid and binding obligation of Buyer, enforceable against Buyer according to its terms.
Approval and Enforceability of Agreement. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized, approved and ratified by all necessary action on the part of each Seller Group Person. Pursuant to such resolutions, authorizations, consents, approvals and/or ratifications, the Seller has full authority to enter into and deliver this Agreement, to perform its obligations hereunder and to cause each other Seller Group Person to perform their respective obligations hereunder, and to consummate, and to cause each other Seller Group Person to consummate, the transactions contemplated hereby.
(b) Assuming the due execution and delivery hereof by Buyer, this Agreement is a legal, valid and binding obligation of Seller, enforceable against Seller according to its terms.
Approval and Enforceability of Agreement. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized, approved and ratified by all necessary action on the part of Buyer. Buyer has full authority to enter into and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.
(b) Assuming the due execution and delivery hereof by Sellers, this Agreement is the legal, valid and binding obligation of Buyer, enforceable against Buyer according to its terms.
Approval and Enforceability of Agreement. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized, approved and ratified by all necessary action on the part of Seller. At the Closing, Seller will deliver to Buyer correct and complete copies of the resolutions of Seller, certified by its secretary, giving authorization and approval of the transactions contemplated hereby. Such resolutions shall not have been altered, amended or revoked. Seller has full authority to enter into and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Shareholder has the full power, legal right and capacity to enter into and deliver this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby.
(b) Assuming due execution and delivery hereof by Buyer, this Agreement is the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of Seller and Shareholder according to its terms except that (i) such enforcement may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to or limiting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the Court before which any proceeding therefor may be brought.
Approval and Enforceability of Agreement. (a) Seller has the full power, legal right and capacity to enter into and deliver this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby.
(b) Assuming due execution and delivery hereof by Buyer, this Agreement is the legal, valid and binding obligation of Seller, enforceable against Seller according to its terms except that (i) such enforcement may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to or limiting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the Court before which any proceeding therefor may be brought.
Approval and Enforceability of Agreement. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and approved by all necessary action on the part of the Company, the Executive Committee of the Company and the Shareholders, to the extent required.
(b) Assuming the due execution and delivery hereof by Subscriber, this Agreement is the legal valid and binding obligation of the Company, enforceable against the Company according to its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditors’ rights generally and to general equity principles.
(c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have not and will not constitute or result in the breach of any of the provisions of, or constitute a default under, the LLC Agreement, or any material indenture, evidence of indebtedness or other material agreement or commitment to which the Company or any of its subsidiaries is a party or by which it or any of its subsidiaries or any of their respective properties or assets is bound or subject.
Approval and Enforceability of Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Guarantor. This Agreement has been duly and validly executed and delivered and constitutes the legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, reorganization, dissolution, receivership and similar laws affecting the rights and remedies of creditors generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Except for such notice, filings, authorizations, consents, or approvals as have been given, made, or obtained, respectively, the Guarantor is not required to give any notice to, make any filings with, or obtain any authorization, consent or approval of, any Governmental Authority or any other Person to perform its obligations under this Agreement. Neither the execution and the delivery of this Agreement by the Guarantor, nor the performance by the Guarantor of its obligations hereunder, will in any material respect violate any statute, regulation, rule, injunction, judgment, order, decree or ruling of any Governmental Authority to which the Guarantor is subject, or any provision of its charter or bylaws or any material agreement or instrument to which the Guarantor is a party.
