Authority; Due Authorization. This Agreement has been duly and validly executed and delivered by Seller, and upon the execution and delivery by Buyer of this Agreement and the performance by Buyer of Buyer's obligations herein, will constitute, a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy or insolvency laws or other laws affecting enforcement of creditors' rights or by general principles of equity.
Authority; Due Authorization. The Company has the full right, power and authority to execute and deliver this Agreement and the Transaction Documents, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents, the performance by the Company of its obligations hereunder and thereunder, including the authorization, issuance and delivery of the Shares, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary director and stockholder action in respect thereof. No other proceedings on the part of the Company, its officers, directors or stockholders, are necessary to authorize the execution and delivery of this Agreement or the Transaction Documents and the performance by the Company of its obligations hereunder or thereunder. This Agreement is and each of the Transaction Documents has been, or, when executed will be, duly executed and delivered by the Company. This Agreement constitutes, and each of the Transaction Documents when executed will constitute, a valid and binding obligation of the Company, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditor's rights generally and to general equitable principles.
Authority; Due Authorization. This Agreement has been duly and validly executed and delivered by the Company, and upon the execution and delivery by Buyer of this Agreement and the performance by Buyer of Buyer's obligations herein, will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy or insolvency laws or other laws affecting enforcement of creditors' rights or by general principles of equity.
Authority; Due Authorization. Each Party represents and warrants as of the Effective Date that (a) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (b) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and (c) this Agreement has been duly executed and ***Confidential Treatment Requested delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms.
Authority; Due Authorization. Seller has the requisite power and authority to execute and delivery, and has taken all limited partnership action necessary for the execution and delivery of, this Agreement and for the consummation of the transactions contemplated hereby. Management has the requisite power and authority to execute and deliver on behalf of Seller, and has taken all limited liability company action necessary for the execution and delivery on behalf of Seller of, this Agreement, and for the consummation of the transactions contemplated hereby by Seller.
Authority; Due Authorization. Buyer has the requisite power and authority to execute and deliver, and has taken all corporate action necessary for the execution and delivery of, this Agreement and for the consummation of the transactions contemplated hereby.
Authority; Due Authorization. The execution and delivery by WMGC of this Agreement and the Common Stock, and the performance by WMGC of its obligations hereunder, have been duly and validly authorized by the WMGC Board of Directors, no other corporate action on the part of WMGC or its respective shareholders being necessary. This Agreement has been duly and validly executed and delivered by WMGC and constitutes legal, valid and binding obligations of WMGC enforceable against WMGC in accordance with its terms.
Authority; Due Authorization. The Assignee has the full right, power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery by the Assignee of this Agreement, the performance by the Assignee of its obligations hereunder and thereunder, including the delivery of the Closing Deliverables, have been duly and validly authorized by all necessary action in respect thereof. No other proceedings on the part of the Assignee are necessary to authorize the execution and delivery of this Agreement and the performance by the Assignee of its obligations hereunder or thereunder. This Agreement has been, or, when executed will be, duly executed and delivered by the Assignee. This Agreement constitutes valid and binding obligations of the Assignee, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditor's rights generally and to general equitable principles.
Authority; Due Authorization. Guarantor has full power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as contemplated to be conducted. The execution and delivery of, and performance by Guarantor of its obligations under, each Guarantor Document are within Guarantor's corporate powers and have been duly authorized by all necessary corporate action.
Authority; Due Authorization. The execution and delivery by Debtor of this Agreement and the Note (collectively, the “Transaction Documents”), and the performance by Debtor of its obligations under the Transaction Documents to which it is a party (the “Debtor Transaction Documents”), have been duly and validly authorized by the Board of Directors of Debtor, and no other action on the part of Debtor or its shareholder is necessary for the Debtor’s execution, delivery and performance of the Debtor Transaction Documents. The Debtor Transaction Documents have been duly and validly executed and delivered by Debtor and constitute the legal, valid and binding obligations of Debtor enforceable against Debtor in accordance with their terms.
