AUTHORITY; ENFORCEABLE AGREEMENTS. 16 Section 5.6 No Conflicts or Consents..................................
AUTHORITY; ENFORCEABLE AGREEMENTS. (a) LATOKA has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions described herein. The execution and delivery of this Agreement by LATOKA and the consummation by LATOKA of the transactions described herein have been duly authorized by all necessary corporate action on the part of LATOKA, including without limitation approval of this Agreement by LATOKA's Board of Directors in accordance with Section 112 of the LBCL, the approval thereof by the LATOKA Shareholders being evidenced by their execution of this Agreement.
(b) This Agreement has been duly executed and delivered by LATOKA and the LATOKA Shareholders, and constitutes a valid and binding obligation of LATOKA and the LATOKA Shareholders, enforceable 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. The other agreements entered, or to be entered, into by LATOKA in connection with this Agreement have been, or will be, duly executed and delivered by LATOKA, and constitute, or will constitute, valid and binding obligations of LATOKA, enforceable in accordance with their 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; ENFORCEABLE AGREEMENTS. (a) Each of --------------------------------- the Purchasers has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each of the Purchasers and the consummation by each of the Purchasers of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Purchasers.
(b) This Agreement has been duly executed and delivered by each of the Purchasers, and (assuming due execution and delivery by the other parties hereto) constitutes a valid and binding obligation of each of the Purchasers, enforceable against each of the Purchasers in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. The other agreements and instruments entered, or to be entered, into by any of the Purchasers in connection with this Agreement have been, or will be, duly executed and delivered by such Purchasers and (assuming due execution and delivery by the other parties thereto) constitute, or will constitute, valid and binding obligations of such Purchasers, enforceable against such Purchasers in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
AUTHORITY; ENFORCEABLE AGREEMENTS. (a) Each of Fund and the Company has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions described herein. The execution and delivery of this Agreement by the Company and Fund and the consummation by the Company and Fund of the transactions described herein have been duly authorized by all necessary corporate action on the part of the Company and Fund.
(b) This Agreement has been duly executed and delivered by the Company and Fund, and (assuming due execution and delivery by the other parties thereto) constitutes a valid and binding obligation of Fund and the Company, enforceable against the Company and the Fund, as the case may be, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and general principles of equity. The other agreements entered, or to be entered, into by the Company and Fund in connection with this Agreement have been, or will be, duly executed and delivered by the Company and Fund, and (assuming due execution and delivery by the other parties thereto) constitute, or will constitute, valid and binding obligations of the Company and Fund, enforceable against the Company and the Fund, as the case may be, in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and general principles of equity.
AUTHORITY; ENFORCEABLE AGREEMENTS. (a) SEACOR has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by SEACOR and the consummation by SEACOR of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of SEACOR.
(b) This Agreement has been duly executed and delivered by SEACOR, and (assuming due execution and delivery by the other parties hereto) constitutes a valid and binding obligation of SEACOR, enforceable against SEACOR in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. The other agreements entered, or to be entered, into by SEACOR in connection with this Agreement have been, or will be, duly executed and delivered by SEACOR and (assuming due execution and delivery by the other parties thereto) constitute, or will constitute, valid and binding obligations of SEACOR, enforceable against SEACOR in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
AUTHORITY; ENFORCEABLE AGREEMENTS. (a) Each Seller has full legal capacity and authority to enter into, execute and deliver this Agreement and each other agreement and instrument executed in connection herewith.
(b) This Agreement and such other agreements and instruments contemplated hereby constitute the valid and binding obligations of each Seller, enforceable against each Seller in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally.
(c) The execution, delivery and performance of this Agreement will not breach, violate or conflict with any agreement to which either Seller is a party or by which it is bound.
(d) No consent or approval of any Person is required in connection with the execution, delivery and performance of this Agreement or any other agreements and instruments by which either Seller is bound which has not heretofore been obtained.
AUTHORITY; ENFORCEABLE AGREEMENTS. Xxxxxxx has full legal capacity and authority to enter into this Agreement and each other agreement contemplated hereby to which Xxxxxxx is a party; the execution, delivery and performance of this Agreement will not breach, violate or conflict with any agreement to which Xxxxxxx is a party or is bound; and this Agreement and each other agreement contemplated hereby constitutes the legal, valid and binding obligation of Xxxxxxx, enforceable against Xxxxxxx in accordance with its terms. Sellers jointly and severally represent and warrant that:
AUTHORITY; ENFORCEABLE AGREEMENTS. (i) Seller has full legal capacity and authority to enter into, execute and deliver this Agreement and each other agreement and instrument executed in connection herewith; (ii) this Agreement and such other agreements and instruments contemplated hereby constitute the valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms; (iii) the execution, delivery and performance of this Agreement will not breach, violate or conflict with any agreement to which Seller is a party or is bound; (iv) no consent or approval of any Person is required in connection with the execution, delivery and performance of this Agreement and such other agreements and instruments by Seller which has not heretofore been obtained.
AUTHORITY; ENFORCEABLE AGREEMENTS. (a) Each of OBI and Southern Rentals has the requisite power and authority to enter into this Agreement and to consummate the transactions described herein. The execution and delivery of this Agreement by OBI and Southern Rentals and the consummation by OBI and Southern Rentals of the transactions described herein have been duly authorized by all necessary corporate action on the part of OBI and all requisite action on the part of Southern Rentals, including without limitation approval of this Agreement by the OBI board of directors in accordance with Section 112 of the LBCL and the approval thereof by the OBI Shareholders being evidenced by their execution of this Agreement.
(b) This Agreement has been duly executed and delivered by OBI, Southern Rentals, the OBI Shareholders and the Southern Rentals Members and constitutes valid and binding obligations of OBI and Southern Rentals, respectively, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by general equitable principles. The other agreements entered, or to be entered, into by OBI and Southern Rentals in connection with this Agreement have been, or will be, duly executed and delivered by OBI and Southern Rentals, and constitute, or will constitute, valid and binding obligations of OBI and Southern Rentals, respectively, enforceable in accordance with their respective 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; ENFORCEABLE AGREEMENTS. (a) Subject to obtaining approval of the holders of not less than 66-2/3% of the outstanding Hornbeck Common Stock, 10 Hornbeck has the requisite xxxxxxxte power and authority to xxxxx into this Agreement and to consummate the transactions described herein. The execution and delivery of this Agreement by Hornbeck and the consummation by Hornbeck of the transactioxx xxxxribed herein have been duxx xxxxxrized by all necessary corporate action on the part of Hornbeck, except for the affirmative vote of the holders of xxx xxxs than 66-2/3% of the outstanding Hornbeck Common Stock, which shall have been obtained prxxx xx xhe Effective Time.
(b) This Agreement has been duly executed and delivered by Hornbeck, and (assuming due execution and delivery by the oxxxx xxxties hereto) constitutes a valid and binding obligation of Hornbeck, enforceable in accordance with its terms, excxxx xx xuch enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and provided that the Merger may not be effected without the affirmative vote of the holders of not less than 66-2/3% of the outstanding Hornbeck Common Stock. The other agreements entered, or xx xx xntered, into by Hornbeck in connection with this Agreement have been, or will xx, xxxy executed and delivered by Hornbeck, and (assuming due execution and delivery by txx xxxxr parties thereto) constitute, or will constitute, valid and binding obligations of Hornbeck, enforceable in accordance with their terms, excxxx xx xuch enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
