Authority and Status. The person signing this Agreement on behalf of each Party warrants having authority to bind that Party and all other persons present on that Party’s behalf at the Mediation to observe the terms of this Agreement and also having authority to bind that Party to the terms of any Settlement Agreement. Without prejudice to the generality of the foregoing, by signing each such person expressly confirms for themselves and those on whose behalf they sign their adherence to the confidentiality provisions of clause 8 of the Mediation Procedure.
Authority and Status. The Company is a public limited company and is duly incorporated and validly existing under the laws of Ireland.
Authority and Status. The Buyer has the right, power, legal capacity, and authority to enter into, and perform the Buyer’s obligations under this Agreement and the other agreements, documents and instruments entered into by the Buyer in connection with this Agreement (this Agreement together with such other agreements, documents and instruments (the “Buyer Agreements”) without the consent of any person, entity or court, agency or authority. The Buyer Agreements constitute, or will, when executed and delivered, constitute the valid and legally binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms.
Authority and Status. 18 SECTION 5.03. CAPITALIZATION........................................ 18 SECTION 5.04. NO CONFLICT, REQUIRED FILINGS AND CONSENTS............ 19 SECTION 5.05.
Authority and Status. The Seller has the corporate capacity and authority to execute and deliver this Agreement, to perform hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Seller of this Agreement and each and every agreement, document, and instrument provided for herein have been duly authorized and approved by the Directors of Seller and this Agreement has been duly executed and delivered by the Seller. This Agreement and each and every agreement, document, and instrument to be executed, delivered and performed by the Seller in connection herewith constitute or will, when executed and delivered, constitute the valid and legally binding obligations of the Seller, enforceable against it in accordance with their respective terms, except as enforceability may be limited by applicable general equitable principles (whether considered in a proceeding in equity or at law) or by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors' rights generally.
Authority and Status. (a) The Company has requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.
(b) This Agreement has been approved by the Board of Directors of the Company in accordance with the GCL and except for the approval of the stockholders of the Company, no other corporate proceeding on the part of the Company is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
(c) This Agreement has been duly and validly executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws in effect now or hereafter relating to creditors' rights generally, and by equitable principles (whether considered in a proceeding at law or in equity).
Authority and Status. (a) Each of Parent and Acquisition Sub has requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.
(b) This Agreement has been approved by the respective Boards of Directors of Parent and Acquisition Sub and by the sole stockholder of Acquisition Sub in accordance with the GCL and, except for the approval of the issuance of shares of Parent Common Stock by the stockholders of Parent, no other corporate proceeding on the part of either Parent or Acquisition Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby.
(c) This Agreement has been duly and validly executed and delivered by each of Parent and Acquisition Sub and is a valid and binding agreement of each of Parent and Acquisition Sub, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws in effect now or hereafter relating to creditors' rights generally, and by equitable principles (whether considered in a proceeding at law or in equity).
Authority and Status. The person agreeing to the Mediation and these Mediation Terms and Conditions on behalf of each Party warrants having authority to bind that Party and all other persons present on that Party’s behalf at the Mediation to observe these Mediation Terms and Conditions, and also having authority to bind that Party to the terms of any settlement.
Authority and Status. (a) Except as otherwise set forth on Schedule 3.5 of the Disclosure Schedule, the Company has complied in all respects with all applicable federal, state or local statutes, laws and regulations including, without limitation, any applicable building, zoning, or other law, ordinance or regulation affecting the Acquired Assets, including without limitation, the Real Property, as applicable, or the operation of the Hawaiian Businesses except where such non-compliance would not have a Material Adverse Effect.
(b) The Sellers have the full power and authority to enter into, and perform its obligations under, this Agreement and the other agreements, documents and instruments entered into by such person in connection with this Agreement (this Agreement together with such other agreements, documents and instruments collectively, the “Seller Agreements”) without the consent of any person, entity or court, agency or authority. The Seller Agreements constitute, or will, when executed and delivered, constitute the valid and legally binding obligations of each Seller or the Company, enforceable against each party in accordance with their respective terms.
Authority and Status. Yellow has full power and authority to execute and deliver this Agreement and the Tax Sharing Agreement, to perform its obligations hereunder and under the Tax Sharing Agreement, and to consummate the transactions contemplated hereby and under the Tax Sharing Agreement without the necessity of any act or consent of any other person. Yellow has taken all necessary and appropriate corporate action, including obtaining all necessary board consents, with respect to the execution, delivery and performance of this Agreement and the Tax Sharing Agreement. This Agreement and the Tax Sharing Agreement to be executed, delivered and performed by Yellow in connection herewith constitute or will, when executed and delivered, constitute the valid and legally binding obligations of Yellow, enforceable against it in accordance with their respective terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time affecting the enforcement of creditors' rights generally.
