Authority and Due Authorization. Each of the Partnership Parties has all requisite partnership, corporate or limited liability company power and authority, as the case may be, to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities (including the related Guarantees) and the Registration Rights Agreement (collectively, the “Transaction Documents”) to which it is a party and to perform its respective obligations hereunder and thereunder; the Partnership Parties have taken all action required to be taken for the authorization, execution and delivery of each of the Transaction Documents by the Partnership Parties which are party thereto and the consummation of the transactions contemplated hereby and thereby has been validly taken.
Authority and Due Authorization. Each of the Partnership Parties has all requisite partnership or limited liability company power and authority, as the case may be, to execute and deliver this Agreement and perform its respective obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement and the most recent Preliminary Prospectus. On each Delivery Date, all corporate, partnership and limited liability company action, as the case may be, required to be taken by any of the Partnership Entities or any of their respective stockholders, members or partners for the authorization, issuance, sale and delivery of the Units, the execution and delivery by the Partnership Parties of this Agreement and the consummation of the transactions contemplated by this Agreement shall have been validly taken.
Authority and Due Authorization. Each of the Calumet Parties has all necessary power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the “Transaction Documents”) to which it is a party and to perform its respective obligations hereunder and thereunder, including the issuance and sale of the Securities by the Issuers and the issuance of the Exchange Securities by the Issuers; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents by the Calumet Parties which are party thereto and the consummation of the transactions contemplated hereby and thereby has been duly and validly taken.
Authority and Due Authorization. The Purchaser has the power and --------------------------------- authority to enter into, deliver and perform this Agreement and to effect the transactions contemplated hereby. All action necessary to authorize the execution and delivery of this Agreement has been taken contemporaneously with the transactions contemplated by this Agreement.
Authority and Due Authorization. The Payor has full authority, -------------------------------- right, power and legal capacity to enter into this Promissory Note and the Security Agreement and to consummate the transactions which are provided for herein. The execution of this Promissory Note and the Security Agreement by the Payor, and their delivery to the Payee and the consummation by the Payor of the transactions which are contemplated herein and therein have been duly approved and authorized by all necessary action by the Payor's Board of Directors. No further action shall be necessary on the part of the Payor for the performance and consummation by the Payor of the transactions which are contemplated by this Promissory Note and the Security Agreement.
Authority and Due Authorization. The Grantor has full authority, right, power and legal capacity to enter into this Security Agreement and to consummate the transactions which are provided for herein. The execution of this Security Agreement by the Grantor, and its delivery to the Secured Party and the consummation by the Grantor of the transactions which are contemplated herein have been duly approved and authorized by all necessary action by the Grantor’s Board of Directors. A certified copy of the Board of Directors resolution approving and authorizing this Security Agreement is annexed hereto and made a part hereof as Exhibit “D”. No consent of any person is necessary in connection with the execution or delivery of this Security Agreement by the Grantor or of the performance by the Grantor of its obligations pursuant to this Security Agreement. No further action shall be necessary on the part of the Grantor for the performance and consummation by the Grantor of the transactions which are contemplated by this Security Agreement.
Authority and Due Authorization. The Payor has full authority, right, power and legal capacity to execute and deliver this Promissory Note and to consummate the transactions which are provided for herein. The execution of this Promissory Note by the Payor, and its delivery to the Payee and the consummation by the Payor of the transactions which are contemplated herein have been duly approved and authorized by all necessary action by the Payor's Board of Directors. A certified copy of the Board of Directors resolution approving and authorizing this Promissory Note in the form of Exhibit "E"which is attached hereto and made a part hereof. No consent of any person is necessary in connection with the execution or delivery of this Promissory Note by the Payor or the performance by the Payor of the Obligations pursuant to this Promissory Note. No further action shall be necessary on the part of the Payor for the performance and consummation by the Payor of the transactions which are contemplated by this Promissory Note.
Authority and Due Authorization. The Buyer has all requisite power and authority to (i) execute and deliver this Agreement and each other Transaction Document to which it is a party, (ii) perform its obligations hereunder and thereunder, and (iii) consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each other Transaction Document to which the Buyer is a party, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated thereby, in each case by the Buyer, have been duly authorized by all requisite action of the Buyer.
Authority and Due Authorization. Seller has the requisite corporate power and authority to enter into, deliver and perform this Agreement and to perform all of its obligations hereunder. All necessary corporate action to authorize the execution and delivery of this Agreement by Seller has been duly taken by Seller.
Authority and Due Authorization. The Seller has the requisite ------------------------------- power and authority to enter into, deliver and perform this Agreement and to effect the transactions contemplated hereby. All action necessary to authorize the execution and delivery of this Agreement has been taken contemporaneously with the transactions contemplated by this Agreement.
