Authority, Approval and Enforceability Sample Clauses

Authority, Approval and Enforceability. The Contracting Party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. This Agreement has been duly executed and delivered on behalf of the Contracting Party and constitutes the legal, valid and binding obligation of the Contracting Party.

Authority, Approval and Enforceability. This Agreement and the Transaction Agreements have been duly executed and delivered by the Company, and the Company has all requisite corporate power and legal capacity to execute and deliver this Agreement, the Warrants, the Investors’ Rights Agreement in substantially the form attached hereto as Exhibit E (the “Investors Rights Agreement”), the Management Lock-Up Agreements in substantially the form attached hereto as Exhibit F (each a “Lock-Up Agreement”), the Escrow Agreement (this Agreement, the Warrants the Investors Rights Agreement, each Lock-Up Agreement and the Escrow Agreement collectively, the “Transaction Agreements”), to issue and sell the Shares, the Conversion Shares and the Warrant Shares and to perform its obligations pursuant to the Transaction Agreements (including if required, issuance of the “Registration Warrants,” “Key Man Warrants” and/or the “Mxxxxxxx Warrants” as defined in the Investors Rights Agreement) (the “Contingent Warrants”) and the shares of common stock pursuant to the exercise of such Contingent Warrants (the “Contingent Shares”)) and the Certificate of Designation. The Certificate of Designation has been filed with the State of Delaware. The execution and delivery of this Agreement and the Transaction Agreements and the performance of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all corporate action necessary on the part of the Company, any Subsidiary and their respective officers and directors on behalf of the Company or Subsidiary and all stockholders on behalf of each Subsidiary. No approval of the Company’s stockholders is required with the execution and delivery of this Agreement and the Transaction Agreements and the performance of the transactions contemplated hereby and thereby. This Agreement and each Transaction Agreement to which the Company is a party constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by GRS and GRS has all requisite power and legal authority to execute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform its obligations hereunder and under the Collateral Agreements. This Agreement and each Collateral Agreement to which GRS is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of GRS, enforceable in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and except as the availability of equity remedies may be limited by the application of general principles of equity (regardless of whether such equitable principles are applied in a proceeding at law or in equity).

Authority, Approval and Enforceability. (a) This Agreement has been duly executed and delivered by the Company and each Seller, and the Company and each Seller has the power, authority and capacity to enter into, deliver, and perform each of its obligations under this Agreement, the Collateral Agreements and each of the agreements, certificates and documents required to be delivered by such Seller or the Company pursuant to the terms hereto or thereto. (b) The execution and delivery of this Agreement and the Collateral Agreements to which the Company or any Seller is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all necessary corporate action on the part of the Company and each Seller, and no other proceedings on the part of any Seller or the Company are necessary to authorize this Agreement or to consummate the Transactions. (c) This Agreement and each Collateral Agreement to which the Company or each Seller is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium or similar Legal Requirements and judicial decisions from time to time in effect which affect creditors’ rights generally, including the enforceability of creditors’ rights generally, and general equitable principles.

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Buyer and Buyer has all requisite corporate power to execute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered by it in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform its obligations hereunder and under the Collateral Agreements. The execution, delivery and performance by Buyer of this Agreement and the Collateral Agreements have been duly and validly authorized by proper corporate action (including all necessary shareholder approval). This Agreement and each Collateral Agreement to which Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of Buyer enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the rights of creditors in general.

Authority, Approval and Enforceability. The Board has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. This Agreement has been executed and delivered on behalf of the Board and constitutes a legal and binding obligation of the Board, enforceable against the Board in accordance with its terms.

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Bxxxx and Bxxxx has all requisite limited liability company power and legal capacity to execute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered by Buyer in connection with the transactions provided for hereby, to consummate the Transactions, and to perform its obligations hereunder and under the Collateral Agreements. The execution, delivery and performance of this Agreement and the Collateral Agreements and the consummation by Buyer of the Transactions have been duly and validly authorized and approved by all necessary limited liability company action on the part of Buyer. This Agreement and each Collateral Agreement to which Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium or similar Legal Requirements and judicial decisions from time to time in effect which affect creditors’ rights generally, including the enforceability of creditors’ rights generally, and general equitable principles.

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Seller and the Members, and each of the Members and Seller has all requisite power and legal capacity to execute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered by it in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform its obligations hereunder and under the Collateral Agreements. This Agreement and each Collateral Agreement to which any of the Members and/or Seller is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors' rights generally.

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Carrier, and Carrier has all requisite corporate or comparable power and legal capacity to execute and deliver this Agreement and each Ancillary Agreement, to consummate the transactions contemplated hereby and by the Ancillary Agreements, and perform its obligations hereunder and under the Ancillary Agreements. The execution and delivery of this Agreement and the Ancillary Agreements to be executed and delivered by Carrier in connection with the transactions provided for hereby and thereby, the consummation of the transactions contemplated hereby and by the Ancillary Agreements, and the performance of Carrier’s obligations hereunder and under the Ancillary Agreements have been, or in the case of the Ancillary Agreements, will be by the Closing, duly and validly authorized by all necessary corporate or comparable action on the part of Carrier. This Agreement and each Ancillary Agreement to which Carrier is (or will become) a party constitutes, or in the case of the Ancillary Agreements, will constitute by the Closing, the legal, valid and binding obligation of Carrier, enforceable against it in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws, Legal Requirements and judicial decisions from time to time in effect which affect creditors’ rights generally.

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Company, and the Company has all requisite corporate power and legal capacity to execute and deliver this Agreement and all agreements, instruments and documents executed and delivered or to be executed and delivered by the Company in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby (collectively, the “Collateral Agreements”), and to perform its obligations hereunder and under this Agreement and each of the Collateral Agreements. The execution and delivery of this Agreement and the Collateral Agreements and the performance of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all corporate action necessary on behalf of the Company. This Agreement and each Collateral Agreement to which the Company is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.