Authority for Transactions. Each Party represents to the other Party that each of its employees has authority to enter into Transactions pursuant to this Agreement on its behalf. Identification and authority of a Party's employee engaging in a recorded telephonic Transaction shall be conclusively established for all purposes by a statement on the Transaction Tape by the employee of the employee's name; provided, failure to state the employee name shall not evidence any lack of authority of the employee to effectuate and form a Transaction.
Authority for Transactions. This Reorganization Agreement has been, and the Articles of Merger and Certificate of Merger, when executed and delivered, will have been, duly and validly authorized, executed and delivered by First Xxxxxxx, subject only to Regulatory Approvals and approval by the shareholders of First Xxxxxxx, and each constitutes the valid and binding obligations of First Xxxxxxx and are and will be enforceable in accordance with their respective terms.
Authority for Transactions. This Reorganization Agreement has been, and the Articles of Merger and Certificate of Merger, when executed and delivered, will have been, duly and validly authorized, executed and delivered by BT Financial, subject only to receipt of Regulatory Approvals, and each constitute and will constitute the valid and binding obligations of BT Financial and are and will be enforceable in accordance with their respective terms.
Authority for Transactions. 13 (c) No Conflicts . . . . . . . . . . . . . . . . 13 (d)
Authority for Transactions. THE SELLERS AND EACH OF THEM HAS FULL LEGAL RIGHT, POWER AND AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT AND TO PERFORM HIS OBLIGATIONS HEREUNDER. THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY SELLERS AND THE COMPANY AND CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN DULY AUTHORIZED BY THE SHAREHOLDERS OF TRUSCO. NO OTHER ACTION IS NECESSARY TO AUTHORIZE THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE PERFORMANCE BY SELLERS AND THIS AGREEMENT HAS BEEN DULY EXECUTED, DELIVERED AND IS THE VALID AND BINDING OBLIGATION OF SELLERS, AND EACH OF THEM, RESPECTIVELY, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
Authority for Transactions. (1) Seller has the requisite corporate power and authority, and has taken all corporate action necessary, in order (A) to authorize the execution and delivery of, and performance of its obligations under, this Merger Agreement and (B) subject only to receipt of the approval of this Merger Agreement by the requisite holders of the outstanding shares of Seller Common Stock, to consummate the Merger. This Merger Agreement is a valid and legally binding obligation of Seller, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and other laws affecting the enforceability of creditors’ rights generally and the discretion of courts in granting or denying equitable remedies.
Authority for Transactions. Each of Buyer and Merger Sub has the requisite corporate power and authority, and has taken all limited liability company or corporate action necessary, in order to authorize the execution and delivery of, and performance of its obligations under, this Merger Agreement and to consummate the Merger. The Merger Agreement is a valid and legally binding obligation of each of Buyer and Merger Sub, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and other laws affecting the enforceability of creditors’ rights generally and the discretion of courts in granting or denying equitable remedies.
Authority for Transactions. (1) Seller has the requisite corporate power and authority, and has taken all corporate action necessary, in order (A) to authorize the execution and delivery of this Merger Agreement and (B) subject only to the Seller Stockholder Approval, to perform its obligations under this Merger Agreement and to consummate the Merger. This Merger Agreement is a valid and legally binding obligation of Seller, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and other laws affecting the enforceability of creditors’ rights generally and the discretion of courts in granting or denying equitable remedies.
Authority for Transactions. Each of Parent and Merger Sub has the requisite corporate power and authority, and has taken all corporate action necessary, in order to authorize the execution and delivery of, and performance of its obligations under, this Merger Agreement and to consummate the Merger. This Merger Agreement is a valid and legally binding obligation of each of Parent and Merger Sub, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and other laws affecting the enforceability of creditors’ rights generally and the discretion of courts in granting or denying equitable remedies.
Authority for Transactions. This Reorganization Agreement has been, and the Articles of Merger, when executed and delivered, will have been, duly and validly authorized, executed and delivered by FNH, subject only to Regulatory Approvals and approval by the shareholders of FNH, and upon such approvals, each will constitute the valid and binding obligations of FNH and are and will be enforceable in accordance with their respective terms.
