Authority; Enforceability; Non-Contravention. The Buyer has full power and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by it in connection with the transactions hereby contemplated, to consummate the transactions hereby contemplated, and to take all other actions required to be taken by it pursuant to the provisions hereof. All corporate acts and other proceedings required to be taken by the Buyer to authorize the execution, delivery and performance of this Agreement have been duly and properly taken. This Agreement and all other documents required to be executed hereby have been duly executed and delivered by the Buyer, constitute valid and binding obligations of the Buyer and are enforceable against the Buyer in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors rights generally and subject to equitable principles of general application. Neither the execution and delivery of this Agreement or any other documents required hereby nor the consummation of the transactions hereby and thereby contemplated by the Buyer will (i) constitute any violation or breach of the certificate or articles of incorporation, as amended, or by-laws of the Buyer or (ii) violate any judgement, order, writ, injunction or decree, statute, rule or regulation affecting the Buyer.
Authority; Enforceability; Non-Contravention. The Seller has full power and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by the Seller in connection with the transactions hereby contemplated, to consummate the transactions hereby contemplated, and to take all other actions required to be taken by the Seller pursuant to the provisions hereof. All corporate acts and other proceedings required to be taken by the Seller to authorize the execution, delivery and performance of this Agreement have been duly and properly taken. This Agreement, if applicable, and all other documents required to be executed hereby have been duly executed and delivered by the Seller, constitute valid and binding obligations of the Seller and are enforceable against the Seller in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors rights generally and subject to equitable principles of general application. Neither the execution and delivery of this Agreement or any other documents required hereby nor the consummation of the transactions hereby or thereby contemplated by the Seller will (i) constitute any violation or breach of the certificate of incorporation or by-laws of the Seller, (ii) constitute a default under or a violation or breach of, or result in the acceleration of any obligation under, any provision of any Novated Contract to which the Seller is a party, (iii) violate any judgment, order, writ, injunction or decree, statute, rule or regulation affecting the Seller or any of the Assets, (iv) result in the creation of any Lien, security interest, charge or encumbrance on any of the Assets, or (v) result in the termination of any license, franchise, lease or permit to which the Seller is a party or by which it is bound, and which is part of the Assets, except that the transfer and novation of the Novated Contracts may require the consent of the counterparty to such Novated Contract or a filing with, or consent of, a Governmental Authority.
Authority; Enforceability; Non-Contravention. (a) The Borrower has the power and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue the Notes (if any), to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the other Loan Documents executed by it.
Authority; Enforceability; Non-Contravention. (a) NICO has full corporate power and authority to execute and to deliver this Agreement, and to consummate the transactions contemplated herein. NICO has taken all necessary corporate action to authorize its execution and performance of this Agreement. This Agreement has been duly executed and delivered by NICO and, assuming due authorization, execution, and delivery of this Agreement by CGLIC, is the valid and binding obligation of NICO, enforceable against NICO in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions.
Authority; Enforceability; Non-Contravention. (a) The Assuming Company has the requisite corporate power and authority to execute and to deliver this Agreement and the Transition Services Agreement and to perform its obligations hereunder and thereunder. The Assuming Company has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the Transition Services Agreement. This Agreement has been duly executed and delivered by the Assuming Company and, assuming due authorization, execution, and delivery of this Agreement by the Ceding Company, is, and the Transition Services Agreement shall, when executed and delivered by the Assuming Company and assuming due authorization, execution and delivery of the Transition Services Agreement by the Ceding Company, be, the legal, valid, and binding obligation of the Assuming Company, enforceable against the Assuming Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws of general application now or hereafter in effect relating to or affecting the rights and remedies of creditors of insurance companies or creditors’ rights generally and general principles of equity, whether considered in a proceeding at law or in equity (the “Enforceability Exceptions”).
Authority; Enforceability; Non-Contravention. (a) The Ceding Company has the requisite corporate power and authority to execute and to deliver this Agreement and the Transition Services Agreement and to perform its obligations hereunder and thereunder. The Ceding Company has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement and the Transition Services Agreement. This Agreement has been duly executed and delivered by the Ceding Company and, assuming due authorization, execution, and delivery of this Agreement by the Assuming Company, is, and the Transition Services Agreement shall, when executed and delivered by the Ceding Company and assuming due authorization, execution, and delivery of the Transition Services Agreement by the Assuming Company, be, the legal, valid, and binding obligation of the Ceding Company, enforceable against the Ceding Company in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions.
Authority; Enforceability; Non-Contravention. (a) Each of the CNA Parties has full corporate power and authority to execute and to deliver this Agreement, and to consummate the transactions contemplated herein. Each of the CNA Parties has taken all necessary corporate action to authorize the execution and performance of this Agreement. This Agreement has been duly executed and delivered by the CNA Parties and, assuming due authorization, execution, and delivery of this Agreement by NICO, is the valid and binding obligation of the CNA Parties, enforceable against the CNA Parties in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, and other similar laws in effect relating to or affecting the enforcement of the rights and remedies of creditors of insurance companies or the enforcement of creditors’ rights generally and general principles of equity, whether considered in a proceeding at law or in equity (the “Enforceability Exceptions”).
Authority; Enforceability; Non-Contravention. Seller has full power and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by Seller hereunder, to consummate the transactions hereby contemplated, and to take all other actions required to be taken by Seller pursuant to the provisions hereof. This Agreement and all other documents required to be executed and delivered by Seller hereunder have been duly authorized by all corporate action necessary on the part of Seller and have been duly or will be duly executed and delivered by Seller and constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms. Neither the execution nor delivery of this Agreement and all other documents required to be executed and delivered by Seller hereunder or the consummation of the transactions hereby contemplated by Seller will (i) constitute any violation or breach of the (A) Articles of Incorporation or the Bylaws of Seller, or (B) any material Contract to which Seller is a party or is bound which constitute a portion of the Assets, or (ii) constitute a material violation of any Order or Legal Requirement, or (iii) result in the creation of any Lien on any of the Assets.
Authority; Enforceability; Non-Contravention. Buyer has full power and authority to execute and deliver this Agreement and all other documents required to be executed by it, to consummate the transactions hereby contemplated, and to take all other actions required to be taken by it pursuant to the provisions hereof. This Agreement and all other documents required hereby have been duly executed and delivered by Buyer and constitute the legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms. Neither the execution nor delivery of this Agreement and all other documents required to be executed and delivered by Buyer hereunder or the consummation of the transactions hereby contemplated by Buyer will constitute a violation or breach of the Certificate of Incorporation or the Bylaws of Buyer.
Authority; Enforceability; Non-Contravention. (a) The Seller has full corporate power and authority to enter into this Agreement and the other Transaction Documents it is a party to, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly and validly approved by all necessary corporate action of the Seller and, to the extent applicable, the Acquired Subsidiaries, and no other corporate action on the part of the Seller or any applicable Acquired Subsidiary is necessary to approve this Agreement or to consummate the transactions contemplated hereby.
