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have been provided to Buyer and no such resolution, authorization, consent or approval has been altered, amended, rescinded, repealed or revoked.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 Buyer. Buyer has full authority to enter into and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.
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 the Sellers Group. Each Seller has delivered to Buyer correct and complete copies of the resolutions of such Seller, certified by its secretary, giving authorization and approval of the transactions contemplated hereby. Such resolutions have not been altered, amended or revoked. Pursuant to such resolutions, each Seller has full authority to enter into and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
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 Sellers. Sellers, to the extent required, have full authority to enter into and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.
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 or limited partnership (as the case may be) action on the part of each member of the Coast to Coast Corporate Group. At the Closing, each member of the Coast to Coast Corporate Group will deliver to Buyer correct and complete copies of the resolutions or consents of such member, certified by its secretary or general partner, giving authorization and approval of the transactions contemplated hereby. Such resolutions or consents shall not have been altered, amended or revoked. Each of Pioneer and C2C has full corporate or limited partnership (as the case may be) authority to enter into and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. Coast to Coast has full corporate authority to enter into and deliver this Agreement, to perform its obligations hereunder. Prior to the liquidation of Coast to Coast, Xxxxxxx has been the sole shareholder of Coast to Coast. Xxxxxxx is the limited partner of C2C with a 99% ownership interest in C2C. Xxxxxxx is the record and beneficial owner of 50% of Pioneer and Xxxxxxxxx Xxxxxxx is the record and beneficial owner of 50% of Pioneer. Xxxxxxx, as a shareholder, limited partner and 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.
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. 3.3
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.
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.
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.
Approval and Enforceability of Agreement. With respect to any of the Parties hereto that is a corporation or limited liability company:
