Authority; Binding Obligations. The execution and delivery of this Agreement by Seller and all agreements and documents contemplated hereby to be executed by Seller, and the consummation by Seller of the transactions contemplated hereby, have been duly authorized by all required Persons and no other actions on the part of Seller are required to authorize this Agreement, the agreements and documents contemplated hereby to be executed by Seller, and the transactions contemplated hereby and thereby. This Agreement, and all documents and instruments contemplated hereby, constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, subject to all applicable bankruptcy and other similar laws of general application with respect to creditors.
Authority; Binding Obligations. The execution and delivery of this Agreement by Seller and all agreements and documents contemplated hereby to be executed by Seller, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by Seller and no other actions on the part of Seller are required to authorize this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by Seller do not, and the performance of Seller’s obligations (a) hereunder will not, as of the date hereof and as of the Closing, and (b) under the documents contemplated hereby to be executed by Seller including the Conveyances will not, as of Closing, in each case (i) violate, or be in conflict with, any material provision of Seller’s governing documents or any judgment, decree, order, statute, rule or regulation applicable to Seller or (ii) except with respect to any waivers, consents to assign, approvals and other rights set forth on Schedule 5.16, materially violate, or be in conflict in any material respect with, any provision of any agreement or instrument to which Seller is bound. This Agreement, and all documents and instruments contemplated hereby to be executed by Seller, constitute legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms, subject to all applicable bankruptcy and other similar Laws of general application with respect to creditors.
Authority; Binding Obligations. The Company has all requisite corporate power and authority to execute and deliver this Agreement, the Debenture and the Warrant and to perform its obligations hereunder and thereunder and to issue the shares of Common Stock upon conversion of the Debenture and exercise of the Warrant. All corporate action on the part of the Company necessary for the authorization of this Agreement, the Debenture and the Warrant pursuant hereto has been taken. This Agreement, the Debenture and the Warrant, when executed and delivered, will be valid and binding obligations of the Company.
Authority; Binding Obligations. Each of the Transaction Documents has been duly authorized, executed and delivered by the respective Obligor or Obligors party thereto, and each constitutes the legal, valid and binding obligation of each such Obligor enforceable in accordance with its terms, except as enforcement may be affected by the laws of bankruptcy and other laws affecting the rights of creditors generally and by equitable principles. The execution, delivery and performance by each Obligor of this Agreement and the other Transaction Documents to which it is a party do not and will not violate any provision of applicable laws or any provision of the articles or certificate of incorporation or organization, by-laws, operating agreement or other organizational documents of such Obligor, or result in the breach or violation of, or constitute a default or require any consent (other than consents that have heretofore been given and consents with respect to the Demise Charter Assignment which the Charterer has agreed therein to use commercially reasonable efforts to obtain after the Closing Date), under, or result in the creation of any lien, charge or encumbrance upon any property or asset of such Obligor pursuant to, any indenture, loan or credit agreement, mortgage or other agreement or instrument to which such Obligor is a party or by which such Obligor or any of their properties may be bound or affected. Neither of the Obligors is in default under or in breach or violation of (and no event or condition exists which would, with the giving of notice or lapse of time or both, constitute such a default under or breach or violation of) (i) any provision of this Agreement or the other Transaction Documents, or (ii) any indenture, lease, deed of trust, mortgage, bond or other evidence of indebtedness or other agreement or instrument by which the property of either of the Obligors is bound or affected or any law, decree, order, rule or regulation where the continuation of such default, breach or violation would reasonably be expected to have a Material Adverse Effect (except for the matters disclosed in Guarantor’s Current Report filed with the Securities and Exchange Commission on Form 8-K dated December 7, 2001, or to the Owner Participant in writing prior to the Closing Date).
Authority; Binding Obligations. The execution and delivery of this Agreement by Seller and all agreements and documents contemplated hereby to be executed by Seller, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by Seller and no other actions on the part of Seller are required to authorize this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by Seller does not, and the performance of Seller’s obligations hereunder will not, as of Closing, violate, or be in conflict with, any material provision of Seller’s governing documents or any judgment, decree, order, statute, rule or regulation applicable to Seller. This Agreement, and all documents and instruments contemplated hereby to be executed by Seller, constitute legal, valid and binding obligations of Seller in accordance with their respective terms, subject to all applicable bankruptcy and other similar laws of general application with respect to creditors.
Authority; Binding Obligations. The Company has all requisite power and authority to enter into this Agreement and to consummate the Exchange Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Exchange Transactions have been duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and delivered by, and constitutes the valid and binding obligation of, the Company, enforceable against the Company in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and the effect of general principles of equity.
Authority; Binding Obligations. Each of the Transaction Documents to which it is or will be a party has been, or upon execution will be, duly authorized, executed and delivered by it, and constitutes, or upon execution and delivery will constitute, its legal, valid and binding obligations, enforceable against it in accordance with the terms thereof, except to the extent that enforceability thereof may be limited by applicable bankruptcy and other similar laws affecting the rights of creditors generally and by equitable principles. The execution, delivery and performance by it of this Agreement and the other Transaction Documents to which it is or will become a party (i) have been duly authorized by all necessary action on the part of HLL, (ii) do not and will not violate any provision of applicable laws or any provision of its Certificate of Formation or operating agreement, or (iii) result in the breach or violation of, or constitute a default or require any consent (other than consents that have heretofore been obtained) under, or result in the creation of any lien, charge or encumbrance upon any property or asset of it pursuant to, any material indenture, loan or credit agreement, mortgage, judgment, decree, franchise, permit, order, law, statute, rule or governmental regulation or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected. It is not in default under or in breach or violation of (and no event or condition exists which would, with the giving of notice or lapse of time, or both, constitute such a default under or breach or violation of): (i) any provision of this Agreement or any other Transaction Document, or (ii) any indenture, lease, deed of trust, mortgage, bond or other evidence of indebtedness or other agreement or instrument by which it or its property is bound or affected or any law, judgment, franchise, statute, permit, decree, order, rule or regulation presently applicable to it or which would materially impair its ability to perform under the Transaction Documents to which it is a party, or to operate the Vessels, where the continuation of such default, breach or violation could reasonably be expected to have a Material Adverse Effect on HLL.
Authority; Binding Obligations. Each of the Transaction Documents to which it is or will be a party has been, or upon execution will be, duly authorized, executed and delivered by it, and constitutes, or upon execution and delivery will constitute, its legal, valid and binding obligations, enforceable against it in accordance with the terms thereof, except to the extent that enforceability thereof may be limited by applicable bankruptcy and other similar laws affecting the rights of creditors generally and by equitable principles. The execution, delivery and performance by it of this Agreement and the other Transaction Documents to which it is or will become a party do not and will not violate any provision of applicable laws or any provision of its certificate of formation, certificate or incorporation, operating agreement or by-laws, as the case may be, or result in the breach or violation of, or constitute a default or require any consent (other than consents that have heretofore been obtained) under, or result in the creation of any lien, charge or encumbrance upon any property or asset of it pursuant to, any indenture, loan or credit agreement, mortgage or other agreement or instrument (other than any Transaction Document) to which it is a party or by which it or any of its properties may be bound or affected. It is not in default under or in breach or violation of (and no event or condition exists which would, with the giving of notice or lapse of time, or both, constitute such a default under or breach or violation of): (i) any provision of this Agreement or any other Transaction Document, or (ii) any indenture, lease, deed of trust, mortgage, bond or other evidence of indebtedness or other agreement or instrument by which it or its property is bound or affected or any law, decree, order, rule or regulation where the continuation of such default, breach or violation could reasonably be expected to have a Material Adverse Effect on such SFL Party.
Authority; Binding Obligations. The Company has all requisite power and authority to enter into this Agreement and to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and delivered by, and constitutes the valid and binding obligation of, the Company, enforceable against the Company in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and the effect of general principles of equity. The Amended Series AA Certificate, when executed, delivered and filed with the Secretary of State of Delaware, will be duly executed and delivered by, and constitute the valid and binding obligation of, the Company, enforceable against the Company in accordance with its terms.
Authority; Binding Obligations. Each of Parent and Merger Sub has all necessary power and authority to make, execute and deliver this Agreement and the Related Agreements to which it is a party and to perform all of the obligations to be performed by it hereunder and thereunder. The making, execution, delivery and performance by Parent and Merger Sub of this Agreement and the Related Agreements and the consummation by them of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Parent and each such Subsidiary. This Agreement has been and, as of the Closing Date, the Related Agreements will be, duly and validly executed and delivered by Parent and Merger Sub, as the case may be, and assuming the due authorization, execution and delivery by the Shareholders and the Company, each of this Agreement and the Related Agreements will constitute the valid, legal and binding obligation of Parent and Merger Sub, enforceable against each of them in accordance with its terms, except that the enforceability hereof may be limited by bankruptcy, insolvency, moratorium or other similar Requirements of Law, now or hereafter in effect, relating to or affecting the rights of creditors generally and the availability of specific remedies may be limited by legal and equitable principles of general applicability. Consummation of the transactions contemplated herein shall not trigger or otherwise cause a breach under the terms of any shareholder rights plan or arrangement of Parent currently in effect.
