Authority; Authorization; Enforceability. (a) Seller has all requisite corporate power and authority to own, operate and lease the Assets and to carry on the Business as now being conducted. Seller has full corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by Seller of this Agreement and the Transaction Documents to which it is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, and the Transaction Documents to which Seller is a party, when executed and delivered by Seller, will constitute valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.
(b) The Shareholder has full legal right, power and authority to execute and deliver this Agreement and the Transaction Documents to which the Shareholder is a party and perform his obligations hereunder and thereunder. This Agreement has been duly executed and delivered by the Shareholder and constitutes the valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, and the Transaction Documents to which the Shareholder is a party, when executed and delivered by the Shareholder, will constitute valid and binding obligations of the Shareholder, enforceable against the Shareholder in accordance with their respective terms.
Authority; Authorization; Enforceability. The Buyer has full corporate power and authority to execute and deliver this Agreement and each of the Operative Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Buyer of this Agreement and each of the Operative Documents to which it is a party, the performance by the Buyer of its obligations hereunder and thereunder and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Buyer. This Agreement and each of the Operative Documents has been duly executed and delivered by the Buyer. This Agreement and each of the Operative Documents constitutes a valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors' rights generally or by general equitable principles.
Authority; Authorization; Enforceability. Purchaser has the requisite limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and under each such other Transaction Document, and to consummate the transactions contemplated by this Agreement and each such other Transaction Document. The execution, delivery and performance by Purchaser of this Agreement and each other Transaction Document to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company action on the part of Purchaser. This Agreement and each other Transaction Document to which Purchaser is a party are, or upon their execution and delivery will be, assuming due authorization and execution by Sellers, valid and binding obligations of Purchaser enforceable against it in accordance with the terms hereof and thereof, except as enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar Laws affecting creditors’ rights generally and by general principles of equity.
Authority; Authorization; Enforceability. Buyer has full corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and perform its obligations hereunder and thereunder. The execution and delivery by Buyer of this Agreement and the Transaction Documents to which it is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, and the Transaction Documents to which Buyer is a party, when executed and delivered by Buyer, will constitute valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms.
Authority; Authorization; Enforceability. Purchaser has the requisite limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and under each such other Transaction Document, and to consummate the transactions contemplated by this Agreement and each such other Transaction Document. The execution, delivery and performance by Purchaser of this Agreement and each other Transaction Document to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company action on the part of Purchaser, and no other corporate or other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery and performance of this Agreement or any other such agreement, document or instrument. This Agreement and each other Transaction Document to which Purchaser is a party is, or upon its execution and delivery will be, a valid and binding obligation of Purchaser enforceable against it in accordance with the terms hereof and thereof, except as enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar Laws affecting creditors’ rights generally and by general principles of equity.
Authority; Authorization; Enforceability. Seller and Willbros each have the requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which Seller or Willbros, as applicable, is a party, to perform its obligations hereunder and under each such other Transaction Document, and to consummate the transactions contemplated by this Agreement and each such other Transaction Document. The execution, delivery and performance by Seller and Willbros, respectively, of this Agreement and each other Transaction Document to which Seller or Willbros, as applicable, is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Seller or Willbros, as applicable, and no other corporate or other proceedings on the part of the Seller or Willbros are necessary to authorize the execution, delivery and performance of this Agreement or any other such agreement, document or instrument. This Agreement and each such other Transaction Document to which Seller or Willbros is a party is, or upon its execution and delivery will be, a valid and binding obligation of Seller or Willbros, as applicable, enforceable against it in accordance with the terms hereof and thereof, except as enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar Laws affecting creditors’ rights generally and by general principles of equity.
Authority; Authorization; Enforceability. Each of the Company and Elmwood has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by the Company and Elmwood of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company and Elmwood. This Agreement is a valid and binding obligation of the Company and Elmwood, enforceable against each of them in accordance with the terms hereof, except as enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar Laws affecting creditors’ rights generally and by general principles of equity.
Authority; Authorization; Enforceability. Each Purchaser has the requisite corporate or trust power and authority to execute, deliver and perform its obligations under this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby. All necessary corporate or trust action required to have been taken by or on behalf of each Purchaser by applicable law or otherwise to authorize the approval, execution, delivery and performance by each Purchasers of this Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated hereby or thereby have been duly authorized, and no other proceedings on its part are or will be necessary to authorize this Agreement and the Registration Rights Agreement or for it to consummate such transactions. This Agreement and the Registration Rights Agreement are valid and binding agreements of the Purchasers, enforceable against the Purchasers in accordance with their respective terms, assuming that this Agreement and Registration Rights Agreement are valid and binding agreements of the Company, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors' rights and subject to a court's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies and except that rights to indemnity may be limited by public policy.
Authority; Authorization; Enforceability. 10 4.04 Capitalization ......................................11 4.05 Subsidiaries ........................................11 4.06 Consents and Approvals; No Violation ................12 4.07 Financial Statements; Long Term Debt and Capital Leases ....................................12 4.08 Taxes ...............................................13 4.09
Authority; Authorization; Enforceability. 24 6.03 Consents and Approvals; No Violation ................24 6.04 Disclosure ..........................................25 ARTICLE 7 - PRE-CLOSING OBLIGATIONS ...................................25
