Authority, Authorization and Enforceability. Such Partnership has all requisite power and authority to enter into and perform the provisions of this Merger Agreement. The execution and delivery of this Merger Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary partnership action on the part of such Partnership other than the approval of the limited partners (with respect to the Special Vote Partnerships, excluding Pioneer USA and its affiliates). Subject to such approval, this Merger Agreement has been duly executed and delivered by such Partnership and constitutes a valid and binding obligation of such Partnership enforceable in accordance with its terms.
Authority, Authorization and Enforceability. The Company has the corporate power and authority to execute and deliver this Agreement, the Escrow Agreement and the other agreements set forth on Schedule 3.5 of the Disclosure Schedule, (the Escrow Agreement and such other agreements are referred to as the “Ancillary Agreements”) and to consummate the Merger and the other transactions contemplated hereby and thereby, subject in the case of the consummation of the Merger to the filing and recordation of the Certificate of Merger. All corporate action on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the Ancillary Agreements, and the performance of all obligations of the Company, hereunder and thereunder, has been taken or, with respect to the matters set forth on Schedule 3.5 of the Disclosure Schedule, will be taken prior to Closing. The Board of Directors of the Company has unanimously made the Company Recommendation. This Agreement has been duly and validly executed and delivered by the Company and each Ancillary Agreement to which the Company will become a party to on or prior to Closing, will be, when executed by the Company, duly and validly executed and delivered by the Company, and, in each case, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a valid and legally binding agreement of the Company, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) to the extent the indemnification provisions may be limited as a matter of public policy under applicable federal or state securities Laws.
Authority, Authorization and Enforceability. The Partnership has all requisite partnership power and authority to enter into and perform the provisions of this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary partnership action on the part of the Partnership, other than the approval of the limited partners of the Partnership. Subject to such approval of the limited partners of the Partnership, this Agreement has been duly executed and delivered by the Partnership and constitutes a valid and binding obligation of the Partnership enforceable against the Partnership in accordance with its terms.
Authority, Authorization and Enforceability. SWR has all requisite corporate power and authority to execute and deliver this Agreement and to perform the provisions of this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of SWR. This Agreement has been duly executed and delivered by SWR and constitutes a valid and binding obligation of SWR enforceable against SWR in accordance with its terms.
Authority, Authorization and Enforceability. (a) Each of WRC and each Owner has the requisite power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
Authority, Authorization and Enforceability. Merger Sub has all requisite partnership power and authority to execute and deliver this Merger Agreement and to perform the provisions of this Merger Agreement. The execution and delivery of this Merger Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all partners of Merger Sub. This Merger Agreement has been duly executed and delivered by Merger Sub and constitutes a valid and binding obligation of Merger Sub enforceable in accordance with its terms. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to Merger Sub in connection with the transactions contemplated by this Merger Agreement, except for (i) the filing, waiting period and other applicable requirements of the HSR Act, (ii) the filing with the SEC of the Proxy Statement/Prospectus and any related documents that may be required by the SEC, (iii) the filing of the certificate of merger with the Secretary of State of the State of Delaware, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as would not prevent or materially delay the ability of Merger Sub to consummate the transactions contemplated by this Merger Agreement.
Authority, Authorization and Enforceability. (a) WNR has all requisite corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
Authority, Authorization and Enforceability. Seller has the requisite corporate power and authority to own, license, lease and use the Acquired Assets as presently owned, licensed, leased and used by it. Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, including, without limitation, the authority to transfer the Acquired Assets to Buyer. All action by Seller necessary for the authorization, execution, deliver and performance of this Agreement, including, without limitation, all required payments to and releases from any debtors, any required approvals by Seller’s board of directors and shareholders, has been taken. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable in accordance with its terms and conditions.
Authority, Authorization and Enforceability. Buyer has the requisite power and authority to execute and deliver this Agreement and to perform and comply with all of the terms, covenants and conditions to be performed and complied with by Buyer hereunder. All action by Buyer necessary for the authorization, execution, delivery and performance by Buyer of this Agreement has been taken. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions. Confidential treatment has been requested for portions of this agreement. This agreement omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.
Authority, Authorization and Enforceability. Borrower has the requisite power and authority to execute and deliver this First Amendment and to perform its obligations hereunder and under the Agreement as amended hereby. Borrower has duly authorized the execution and deliver of this First Amendment and the performance of its obligations hereunder and under the Agreement as amended hereby. This First Amendment and the Agreement as amended hereby are the legal, valid and binding obligations of Borrower and are enforceable against Borrower in accordance with their respective terms.
