Authority and Validity of Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Boards of Directors of Parent and Acquiring Sub and by Parent as the sole shareholder of Acquiring Sub, and no other corporate proceedings on the part of Parent or Acquiring Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed by each of Parent and Acquiring Sub and constitutes valid and binding obligations of Parent and Acquiring Sub, enforceable against each of them in accordance with their terms, subject to the Enforceability Exceptions.
Authority and Validity of Agreement. Seller has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof. Seller's Board of Directors has duly authorized the execution, delivery and performance of this Agreement by Seller, and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and, assuming this Agreement constitutes the legal, valid and binding obligation of the other parties thereto, this Agreement constitutes the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authority and Validity of Agreement. Xxxxxx has full right, power and authority to enter into this Agreement and the other agreements contemplated hereby and to carry out the other provisions and conditions hereof and the other agreements contemplated hereby. This Agreement and the other agreements contemplated hereby have been duly executed and delivered by Xxxxxx and constitute valid and legally binding agreements of Xxxxxx enforceable against Xxxxxx in accordance with their respective terms.
Authority and Validity of Agreement. Each of the Parent and the MOCON Acquisition Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Boards of Directors of the Parent and the MOCON Acquisition Sub and by the Parent as the sole shareholder of the MOCON Acquisition Sub, and no other corporate proceedings on the part of the Parent or the MOCON Acquisition Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been, and the agreements required by Sections 6.8 hereof and executed and delivered by the each of the Parent and the MOCON Acquisition Sub in connection with the Closing will be, duly and validly executed and delivered by each of the Parent and the MOCON Acquisition Sub. This Agreement constitutes, and the agreements required by Sections 6.8 hereof and executed and delivered by the each of the Parent and the MOCON Acquisition Sub in connection with the Closing will constitute, the valid and binding obligations of the Parent and the MOCON Acquisition Sub, enforceable against each of them in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws from time to time in effect which affect creditors' rights generally.
Authority and Validity of Agreement. UPC is a limited liability ----------------------------------- company duly organized and validly existing under the laws of The Netherlands. UPC has full corporate power and authority to enter into this Agreement and perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby have been duly authorized and approved by all required corporate action of UPC. This Agreement has been duly executed and delivered by UPC and, assuming the due execution and delivery of this Agreement by each other Party hereto, is a valid and legally binding obligation of UPC, enforceable against UPC in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditor's rights generally and to general equitable principles.
Authority and Validity of Agreement. The Company has the requisite ----------------------------------- power and authority to enter into this Agreement, the Registration Rights Amendments, the Warrant Amendments, the Amended and Restated Stockholders' Agreement, to be entered into on the date hereof by and among the Company, Xxxxx X. Blazer and Xxxxxxx, (the "Stockholders' Agreement"), and the Amended and ----------------------- Restated Investors' Agreement, to be entered into on the date herein, by and among the Company, Xxxxx X. Blazer and the Preferred Stockholders, other than Xxxxxxx (the "Investors' Agreement"), and consummate the transactions -------------------- contemplated thereby. The execution, delivery and performance of this Agreement, the Registration Rights Amendments, the Warrant Amendments, the Stockholders' Agreement and the Investors' Agreement by the Company and the consummation by the Company of the transactions contemplated thereby have been duly authorized. This Agreement, the Registration Rights Amendments, the Warrant Amendments, the Stockholders' Agreement and the Investors' Agreement have been duly authorized, executed and delivered by the Company and constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. The execution and delivery by the Company of this Agreement, the Registration Rights Amendments, the Warrant Amendments, the Stockholders' Agreement and the Investors' Agreement and each and every other agreement and instrument contemplated thereby, the consummation of the transactions contemplated thereby and the performance by the Company of this Agreement, the Registration Rights Amendment, the Warrant Amendments, the Stockholders' Agreement and the Investors' Agreement and each such other agreement and instrument, in accordance with their respective terms and conditions, will not (a) violate any provision of the Articles of Incorporation, as amended, or By- laws (or comparable instruments) of the Company; (b) require the Company to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other person; or (c) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a defaul...
Authority and Validity of Agreement. The Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and each of the Related Documents to which it is a party, to carry out and perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance by the Purchaser of this Agreement and the Related Documents to which it is a party and the consummation by the Purchaser of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Purchaser. This Agreement and the Related Documents to which it is a party have been duly executed and delivered on behalf of the Purchaser and, assuming due authorization, execution, and delivery by the Sellers and the Company, each constitutes a legal, valid, and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their terms (except to the extent as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors’ rights and remedies generally, and that the availability of the equitable remedy of general specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought).
Authority and Validity of Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Boards of Directors of Parent and Hi-Tech Acquiring Sub and by Parent as the sole shareholder of Hi-Tech Acquiring Sub, and no other corporate proceedings on the part of Parent or Hi-Tech Acquiring Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed by each of Parent and Hi-Tech Acquiring Sub and constitutes valid and binding obligations of Parent and Hi-Tech Acquiring Sub, enforceable against each of them in accordance with their terms, subject to the Enforceability Exceptions.
Authority and Validity of Agreement. Each of the General Partner and the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each of the General Partner and the Company and the performance by each of them of its obligations hereunder have been duly and validly authorized by all necessary organizational action on the part of each of the General Partner and the Company and no other proceedings on the part of either of them are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the General Partner and the Company and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding agreement of each of them, enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Authority and Validity of Agreement. Subject to the approval of the Bankruptcy Court in the case of the Bankruptcy Estate, such Selling Party has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Selling Party, if not a natural person, and the performance by such Selling Party of its obligations hereunder, have been duly and validly authorized by all necessary organizational action on the part of such Selling Party and no other proceedings on the part of such Selling Party are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Selling Party and, assuming approval of the Bankruptcy Court in the case of the Bankruptcy Estate and assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding agreement of such Selling Party, enforceable against such Selling Party in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
