Authority and Due Execution. Management Company has full power and authority to execute and to deliver this Agreement and all related documents and to carry out the transactions contemplated herein; which actions will not with the passing of time, the giving of notice, or both, result in a default under or a breach or violation of (i) Management Company’s Articles of Organization or Operating Agreement, or (ii) any Legal Requirement, or any note, bond, indenture, agreement, lease, license, permit or other instrument or obligation to which Management Company is now a party or by which Management Company or any of its assets may be bound or affected. This Agreement constitutes a valid and binding obligation of Management Company, enforceable against Management Company in accordance with its terms, except to the extent that enforceability is limited by applicable bankruptcy, reorganization, insolvency, receivership or other laws of general application or equitable principles related to or affecting the enforcement of creditor’s rights.
Authority and Due Execution. The Documents have been executed by duly authorised representatives of the Borrower and constitute legal, valid and binding obligations of the Borrower enforceable in accordance with their respective terms and conditions. No authorisations, approvals and consents (including without limitation any exchange control consents) from any governmental or other authorities in the Isle of Man are required to be obtained by the Borrower in relation to the execution and delivery by it of the Documents or the exercise of its rights and the performance of its obligations thereunder or to make the Documents admissible in evidence in the Isle of Man.
Authority and Due Execution. Lessee has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Lessee and the consumption of the transactions contemplated hereby have been duly and validly authorized by all necessary action. This Agreement has been duly and validly executed and constitutes the valid and binding agreement of the Lessee, enforceable against it in accordance with its terms.
Authority and Due Execution. Each of the Pioneer Parties has the requisite power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated herein and therein. The execution, delivery and performance of this Agreement and the other Transaction Documents by Pioneer Parent and Pioneer Investment and the consummation by Pioneer Parent and Pioneer Investment of the transactions contemplated herein or therein have been duly authorized by all necessary corporate action or stockholder action on the part of Pioneer Parent and Pioneer Investment, respectively. The execution, delivery and performance of this Agreement and the other Transaction Documents by Merger Sub and the consummation by Merger Sub of the transactions contemplated herein or therein have been duly authorized by all necessary limited liability company action or member action on the part of Merger Sub. No other proceedings on the part of the Pioneer Parties are necessary to approve and authorize the execution and delivery of this Agreement or the other Transaction Documents contemplated hereby to which it is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents to which each of the Pioneer Parties is or will be a party have been, or upon execution and delivery by each of the Pioneer Parties will be, duly and validly executed and delivered by the Pioneer Parties and, assuming that this Agreement and the other Transaction Documents constitute the valid and binding agreement of the other Parties hereto and thereto, constitute, or upon execution and delivery will constitute, the valid and binding obligations of the Pioneer Parties, enforceable against each of the Pioneer Parties in accordance with their respective terms and conditions, except that the enforcement hereof and thereof may be limited by Creditors’ Rights.
Authority and Due Execution. Borrower has all requisite corporate power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Financing Agreements (as amended or modified hereby). The execution, delivery and performance by Borrower of this Amendment (i) are within the power of Borrower, (ii) have been duly authorized and approved by all necessary corporate action and no other corporate proceedings are necessary to consummate such transactions, and (iii) have received all necessary governmental approvals, if any, and do not contravene any law or any contractual obligations or restrictions binding on Borrower.
Authority and Due Execution. Such party has full power and authority to execute and to deliver this Agreement and all related documents and to carry out the transactions contemplated by this Agreement. The execution of this Agreement by such party will not, with the passing of time, the giving of notice, or both, result in a default under or a breach or violation of such party’s (i) organizational documents; or (ii) any Legal Requirements to which such party is subject; or (iii) any mortgage, note, bond, indenture, agreement, lease, license, permit or other instrument or obligation to which such party is now a party or by which such party or any of its assets may be bound or affected. This Agreement constitutes a valid and binding obligation of such party, enforceable against such party in accordance with its terms, except to the extent that its enforceability is limited by applicable bankruptcy, reorganization, insolvency, receivership or other laws of general application or equitable principles relating to or affecting the enforcement of creditors’ rights. Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.
Authority and Due Execution. The representing party has full power and authority to execute and to deliver this Agreement and all related documents and to carry out the transactions contemplated by this Agreement. The execution of this Agreement by such party will not, with the passing of time, the giving of notice, or both, result in a default under or a breach or violation of such party's (i) organizational documents; or (ii) any law, regulation, court order, injunction or decree of any court, administrative agency or governmental body; (iii) or any mortgage, note, bond, indenture, agreement, lease, license, permit or other instrument or obligation to which such party is now a party or by which such party or any of its assets may be bound or affected. This Agreement constitutes a valid and binding obligation of the representing party, enforceable against such party in accordance with its terms, to the extent that its enforceability is limited by applicable bankruptcy, reorganization, insolvency, receivership or other laws of general application or equitable principles relating to or affecting the enforcement of creditors' rights.
Authority and Due Execution. The Shareholder has all requisite power and authority to execute and deliver this Agreement and to consummate and perform the transactions contemplated hereby. The execution and delivery by the Shareholder of this Agreement and the consummation and performance of the transactions contemplated hereby has been duly and validly authorized and approved by the board of directors or other applicable governing body of the Shareholder, and no other proceeding, consent or authorization on the part of the Shareholder is necessary to authorize this Agreement or the consummation or performance of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a valid and legally binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Legal Requirements, now or hereafter in effect, relating to creditors’ rights generally.
Authority and Due Execution. Buyer has the full power and authority to enter into this Agreement and perform his obligations hereunder. This Agreement is the valid and binding agreement of Buyer enforceable in accordance with its terms.
Authority and Due Execution. (a) TopCo has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herein or therein. The execution, delivery and performance of this Agreement and the other Transaction Documents by TopCo, and the consummation of the transactions contemplated herein or therein, have been duly and validly authorized by all necessary corporate action on the part of TopCo, and no other corporate proceedings on the part of TopCo are necessary to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents by TopCo or to consummate the transactions contemplated herein or therein.
