Authority and Binding Effect. The Buyer has the corporate power and authority to execute, deliver and perform this Agreement and has taken all actions necessary to secure all approvals required in connection therewith. The execution, delivery and performance of this Agreement by the Buyer has been duly authorized by all necessary corporation action. This Agreement constitutes the legal, valid and binding obligation of the Buyer, enforceable against it in accordance with its terms.
Authority and Binding Effect. The Parties represent and warrant that they have all necessary power and authority to execute and perform the Agreement, and the Agreement is a legal, valid and binding agreement, enforceable against each party in accordance with its terms.
Authority and Binding Effect. Each party warrants it has the authority to enter into this agreement, it may perform the matters provided for in this agreement, and its representative who signs this agreement has the authority to do so. Each party warrants this agreement constitutes a valid and binding obligation of the party, enforceable in accordance with its terms.
Authority and Binding Effect. Each of the undersigned do hereby warrant and represent that they have been duly authorized to enter to this Agreement on behalf of their respective companies.
Authority and Binding Effect. Eton has the full corporate power and authority to execute and deliver this Agreement. This Agreement and the consummation by Eton of its obligations contained herein and therein, have been duly authorized by all necessary corporate actions of Eton, and this Agreement has been duly executed and delivered by Eton. This Agreement is a valid and binding agreement of Eton’s, enforceable against Eton in accordance with its terms.
Authority and Binding Effect. Seller has all requisite legal and other power and capacity, and has taken all requisite action, to execute and deliver this Agreement and to carry out and perform all of Seller's obligations under this Agreement and this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors rights generally and as limited by equitable principles generally.
Authority and Binding Effect. Each of the Borrower and the other Loan Parties has all requisite power and authority, corporate and otherwise, to own, lease, encumber and operate its properties and assets and to carry on its business as now being conducted and to enter into and to perform its obligations under this Agreement, the Notes and the other Loan Documents to which it is a party and to fulfill its obligations set forth herein and therein. The execution, delivery and performance of this Agreement, the borrowings hereunder and the execution and delivery of the Notes, the Applications and the other Loan Documents to which the Borrower or any other Loan Party is a party have been duly authorized by all requisite corporate action and will not violate or constitute a default under any Requirement of Law, or of any indenture, note, loan or credit agreement, license or any other agreement, lease or instrument to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries or any of its or their Properties are bound. This Agreement and the other Loan Documents have each been duly executed and delivered by each Loan Party party thereto. This Agreement constitutes, and the Notes and other Loan Documents issued or to be issued hereunder, when executed and delivered pursuant hereto, will constitute, the authorized, valid and legally binding obligations of the Borrower or other Loan Party party thereto enforceable in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles from time to time in effect relating to or affecting the rights of creditors generally.
Authority and Binding Effect. Buyer has the full power and authority to execute and deliver this Agreement and the Transaction Documents. This Agreement and the Transaction Documents and the consummation by Buyer of its obligations contained herein and therein have been duly authorized by all necessary organizational actions of Buyer and such agreements have been duly executed and delivered by Buyer. This Agreement is a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, and, upon execution and delivery, each of the Transaction Documents will be a valid and binding agreement of Buyer and shall be enforceable against it in accordance with its terms, except as enforceability of the obligations of Buyer under this Agreement and the Transaction Documents may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally, and (ii) general principles of equity relating to the availability of equitable remedies (whether such agreements are sought to be enforced in a proceeding at law or a proceeding in equity). It is not necessary for Buyer to take any action or to obtain any approval, consent, or release by or from any third person, Governmental Authority, or other entity, to enable Buyer to enter into or perform its obligations under this Agreement and the Transaction Documents.
Authority and Binding Effect. Seller has the full corporate power and authority to execute and deliver this Agreement and each agreement referenced herein (the "Related Agreements") to which it is a party and to consummate the transactions contemplated by, and comply with its obligations under, such agreements. This Agreement and the Related Agreements to which Seller is a party, and the consummation by Seller of its obligations herein and therein, have been duly authorized by all necessary corporate action of Seller, including, without limitation, the approval of its shareholders in accordance with applicable law. This Agreement and the Related Agreements have been duly executed and delivered by the Seller and upon their execution and delivery will be, the binding and valid agreements of the Seller. This Agreement and the Related Agreements shall be enforceable against the Seller, in each such case in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity relating to the availability of equitable remedies. No further action is required to be taken by the Seller, nor is it necessary for the Seller to obtain any action, approval or consent by or from any third persons, governmental or other, to enable the Seller to enter into or perform its obligations under this Agreement and the Related Agreements to which it is a party, except for the consents of third parties to the assignment and assumption of the Assumed Contracts which Seller shall use its best efforts to obtain following the Closing (unless waived in writing by Buyer). Such consents are set forth in Schedule 4.6 hereto.
Authority and Binding Effect. Subject to Section 9.02 hereof and the consents and approvals set forth on Schedule 3.02, each of the Cablevision Companies and the Companies has all requisite power and authority to execute, deliver and perform this Agreement and the Related Agreements to which it is a party, to approve, adopt and consummate the transactions contemplated hereby and thereby, including the Reorganization Transactions to which it is a party and to perform its obligations hereunder and thereunder. Cablevision has duly taken all corporate and shareholder actions necessary to authorize the execution, delivery and performance of this Agreement, the Reorganization Transactions to which it is a party and the Related Agreements to which it is a party. Each of the Cablevision Companies (other than Cablevision) and each of the Companies, prior to the Closing Date, will duly take all corporate and shareholder actions necessary to authorize the execution, delivery and performance of the Related Agreements and the Reorganization Transactions to which it is a party. Without limiting the foregoing, any and all actions of the directors and stockholders of Cablevision required to approve and adopt this Agreement and the Related Agreements to which Cablevision is a party have been duly taken in accordance with the requirements of the DGCL and no further action of the directors or stockholders of Cablevision is required in order to permit (x) the consummation of the transactions contemplated hereby and thereby, including the Reorganization Transactions to which it or any of its Affiliates is a party, or (y) Cablevision to perform its other obligations hereunder or thereunder. This Agreement has been, and upon their execution each of the Related Agreements will be, duly executed and delivered by each of the Cablevision Companies and the Companies, to the extent that each such Person is a party hereto or thereto and, except as noted on Schedule 3.02, this Agreement is, and each of the Related Agreements to which a Cablevision Company or a Company is a party will be, the valid and binding obligation of such Person enforceable against it in accordance with its terms, except as such enforceability may be affected by Laws of bankruptcy, insolvency, reorganization and creditors' rights generally and by the availability of equitable remedies.
