Authority and Ownership. (a) Shareholder has the capacity to execute and deliver this Agreement and the other agreements contemplated hereby and to consummate the transactions contemplated hereby and thereby. All necessary action required to have been taken by or on behalf of such Shareholder by applicable law or otherwise to authorize (i) the approval, execution and delivery on its behalf of this Agreement and the other agreements contemplated hereby and (ii) its performance of its obligations under this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been taken. This Agreement and the other agreements contemplated hereby constitute Shareholder's valid and binding agreement, enforceable against Shareholder in accordance with its terms, except (A) as the same may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors' rights, including without limitation, the effect of statutory or other laws regarding fraudulent conveyances and preferential transfer, and (B) for the limitations imposed by general principles of equity.
(b) Shareholder owns, beneficially and of record, good and marketable title to all of the issued and outstanding shares of Company Stock, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies, options, voting agreements, shareholders' agreements or restrictions.
Authority and Ownership. The Debtor, subject to entry any interim or final Financing Order), has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise bind the Debtor and encumber the property of the estate in the Bankruptcy Case pursuant to the terms of this Agreement and the Debtor owns the Collateral.
Authority and Ownership. The Shareholder has the full legal right, power and authority to enter into this Agreement. The Shareholder owns beneficially (subject to any community property interest of his or her spouse) and of record the shares of the Company Stock set forth opposite such Shareholder's name on ANNEX I. Such shares of the Company Stock owned by the Shareholder are owned free and clear of any and all liens, mortgages, security interests, encumbrances, pledges, charges, adverse claims, options, rights or restrictions of any character whatsoever ("Liens") other than standard state and federal and other applicable securities laws and private offering restrictions. The Shareholder has owned such shares of Company Stock since the date set forth on ANNEX I.
Authority and Ownership. (a) Such Stockholder has the capacity to execute and deliver this Agreement and the Escrow Agreement and to consummate the transactions contemplated hereby. All necessary action required to have been taken by or on behalf of such Stockholder by applicable law or otherwise to authorize (i) the approval, execution and delivery on its behalf of this Agreement and the Escrow Agreement and (ii) its performance of its obligations under this Agreement and the Escrow Agreement and the consummation of the transactions contemplated hereby and thereby have been taken. This Agreement and the Escrow Agreement constitutes such Stockholder's valid and binding agreement, enforceable against such Stockholder in accordance with its terms, except (A) as the same may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors' rights, including without limitation, the effect of statutory or other laws regarding fraudulent conveyances and preferential transfer, and (B) for the limitations imposed by general principles of equity.
(b) Except as set forth on Schedule 4.1(b), such Stockholder owns, beneficially and of record, good and marketable title to the Portsmith Common Stock listed opposite its name on Exhibit B, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies, options, voting agreements, stockholders' agreements or restrictions.
Authority and Ownership. Seller has the full right and authority to enter into this Agreement, to transfer all of the Property to Purchaser, and to consummate, or cause to be consummated, the transactions contemplated herein. The person or persons signing this Agreement on behalf of Seller are authorized to do so.
Authority and Ownership. TPI has the corporate power and authority to execute and deliver this Agreement and each other Transaction Document to be delivered by TPI, and to carry out its obligations under this Agreement and each such other Transaction Document. Further (a) the execution, delivery and performance of this Agreement and each other Transaction Document to be delivered by TPI, and the consummation of the transactions contemplated under this Agreement and each such other Transaction Document have been duly authorized and approved by all requisite corporate action of TPI, (b) no other corporate act or proceeding on the part of TPI or its stockholders is necessary to authorize the execution, delivery or performance of this Agreement or any such other Transaction Document and (c) assuming the due authorization and valid execution by CCI and any other applicable parties, this Agreement and each such other Transaction Document to which TPI is a party is a legal, valid, binding and enforceable obligation of TPI, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereinafter in effect relating to creditors’ rights generally, general equity principles (whether considered in a Proceeding in equity or at Law) and consideration of public policy.
Authority and Ownership. TPIC has the corporate power and authority to execute and deliver this Agreement and each other Transaction Document to be delivered by TPIC, and to carry out its obligations under this Agreement and each such other Transaction Document. Further (i) the execution, delivery and performance of this Agreement and each other Transaction Document to be delivered by TPIC, and the consummation of the transactions contemplated under this Agreement and each such other Transaction Document have been duly authorized and approved by all requisite corporate action of TPIC, (ii) no other corporate act or proceeding on the part of TPIC or its stockholders is necessary to ACTIVE/126345968.16 authorize the execution, delivery or performance of this Agreement or any such other Transaction Document and (iii) assuming the due authorization and valid execution by TPI and CCI and any other applicable parties, this Agreement and each such other Transaction Document to which TPIC is a party is a legal, valid, binding and enforceable obligation of TPIC, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereinafter in effect relating to creditors’ rights generally, general equity principles (whether considered in a Proceeding in equity or at Law) and consideration of public policy.
Authority and Ownership. CSI has the corporate power and authority to execute and deliver this Agreement and each other Transaction Document to be delivered by CSI, and to carry out its obligations under this Agreement and each such other Transaction Document. Further (i) the execution, delivery and performance of this Agreement and each other Transaction Document to be delivered by CSI, and the consummation of the transactions contemplated under this Agreement and each such other Transaction Document have been duly authorized and approved by all requisite corporate action of CSI, (ii) no other corporate act or proceeding on the part of CSI or its stockholders is necessary to authorize the execution, delivery or performance of this Agreement or any such other Transaction Document and (iii) assuming the due authorization and valid execution by TPI and CCI and any other applicable parties, this Agreement and each such other Transaction Document to which CSI is a party is a legal, valid, binding and enforceable obligation of CSI, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereinafter in effect relating to creditors’ rights generally, general equity principles (whether considered in a Proceeding in equity or at Law) and consideration of public policy.
Authority and Ownership. CCI has the limited partnership power and authority to execute and deliver this Agreement and each other Transaction Document to be delivered by CCI, and to carry out its obligations under this Agreement and each such other Transaction Document. Further (a) the execution, delivery and performance of this Agreement and each other Transaction Document to be delivered by CCI, and the consummation of the transactions contemplated under this Agreement and each such other Transaction Document have been duly authorized and approved by all requisite limited partnership action of CCI, (b) no other limited partnership act or proceeding on the part of CCI or its general partner or limited partners is necessary to authorize the execution, delivery or performance of this Agreement or any such other Transaction Document and (c) assuming the due authorization and valid execution by TPIC, CSI, TPI and any other applicable parties, this Agreement and each such other Transaction Document to which CCI is a party is a legal, valid, binding and enforceable obligation of CCI, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereinafter in effect relating to creditors’ rights generally, general equity principles (whether considered in a Proceeding in equity or at Law) and consideration of public policy.
Authority and Ownership. (a) Xxxxxx has the capacity to execute and deliver the Transaction Documents, as applicable, and to consummate the Transactions. All necessary action required to have been taken by or on behalf of Xxxxxx by applicable law or otherwise to authorize (i) the approval, execution and delivery on its behalf of the Transaction Documents; and (ii) its performance of its obligations under the Transaction Documents and the consummation of the Transactions have been taken. The Transaction Documents constitute valid and binding agreement, enforceable against Xxxxxx in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or the availability of equitable remedies.
(b) Except as set forth in Section 4.1(b) of the Disclosure Schedules, Xxxxxx owns, beneficially and of record, good and marketable title to the Company Common Stock and Company Warrants listed opposite Xxxxxx’x name on Exhibit B, free and clear of all adverse claims, Encumbrances, equities, voting agreements, securityholders’ agreements or restrictions.
(c) Xxxxxx acknowledges Parent has filed reports and statements pursuant to the Exchange Act and the Securities Act and that such reports and statements are available at xxx.xxx.xxx to Xxxxxx and and/or Xxxxxx’x representative and has allowed Xxxxxx and/or his representative an opportunity to ask questions and receive answers thereto and to verify and clarify any information contained in such reports or statements or otherwise ask questions with regard to Parent and its business.
