Authority; No Conflict; Consents. (a) This Agreement and each other Transaction Document to which it is a party has been duly executed and delivered by, and constitutes the legal, valid and binding obligation of, each USX/Kobe Party, enforceable against such entity in accordance with its terms, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other laws relating to or affecting creditors' rights generally and by general equity principles.
Authority; No Conflict; Consents. This Agreement constitutes and, when executed and delivered, the other Transaction Documents to which an Operator is or is to become a party will constitute, legal, valid and binding obligations of each of Seller and General Partner, respectively, enforceable against such Person in accordance with their respective terms. Each of the Operators have the absolute and unrestricted right, power, authority and legal capacity to execute and deliver this Agreement and such other Transaction Documents to which such Person is or is to become a party is and to perform their respective obligations hereunder and thereunder. Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated by this Agreement by Seller, General Partner, Manager or the Bullocks will, directly or indirectly (with or without notice or lapse of time): contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any of the Organizational Documents of such party or any Contract or any agreement to which such party (whether or not Seller is a party thereto) or any Acquisition Assets may be subject; contravene, conflict with, or result in a violation of any applicable Law to which such party or any Acquisition Assets may be subject or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under any Law to which such party or any of the Acquisition Assets may be subject; contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Business, the Facility or any other the Acquisition Assets; cause Buyer to become subject to, or to become liable for the payment of, any Tax for the Business's operations prior to the Closing; cause any of the Acquisition Assets to be reassessed or revalued by any Governmental Authority (except to the extent that any of the same would customarily be reassessed or revalued by such Governmental Authority upon a sale of such asset); or result in the imposition or creation of any Encumbrance (exce...
Authority; No Conflict; Consents. (a) The Company (i) has the requisite corporate or limited liability company (as applicable) power and authority (A) to enter into, execute and deliver this Agreement and the Warrant Agreement, and (B) to perform and consummate any of the transactions contemplated by this Agreement and the Warrant Agreement, and (ii) has taken all necessary corporate action required for (x) the due authorization, execution and delivery of this Agreement, the Shares and the Warrant Agreement and (y) the performance and consummation of the transactions contemplated by this Agreement and the Warrant Agreement. This Agreement has been (or, in the case of the Warrant Agreement to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the Company. This Agreement constitutes (or, in the case of the Warrant Agreement to be entered into by the Company, as the case may be, at or prior to the Closing, will constitute) the legal, valid and binding obligation of each of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be limited by (I) applicable bankruptcy, insolvency, moratorium, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and (II) the fact that the courts may deny the granting or enforcement of equitable remedies.
Authority; No Conflict; Consents. (a) This Agreement constitutes the legal, valid and binding obligation of the Company and the Corporation, enforceable against the Company and the Corporation in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and is subject to general principles of equity. Except for third party consents which have already been obtained, the Company and the Corporation have the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement, the Note, the Investor Rights Agreement and to perform their respective obligations thereunder.
Authority; No Conflict; Consents. (a) Buyer’s and Xxxxxx’x execution and delivery of this Agreement, and Buyer’s, Xxxxxx’x, PRI’s and the Acquired Companies’ (other than PRM) (collectively, the “Buyer-Related Signers”) execution of the agreements, documents and instruments to be delivered by the Buyer-Related Signers pursuant to Section 2.4(b) (collectively, “Buyer's Closing Documents”) to which it is or will be a party, and the performance by the Buyer-Related Signers of their respective obligations hereunder and thereunder, have been duly and validly authorized by all requisite action on the part of the Buyer-Related Signers (including in each applicable case its board of directors or similar governing body). This Agreement constitutes the legal, valid, and binding obligation of Buyer and of Xxxxxx, enforceable against Buyer and Xxxxxx in accordance with its terms. Upon the execution and delivery by the Buyer-Related Signers of Buyer’s Closing Documents, Buyer's Closing Documents will constitute the legal, valid, and binding obligations of the Buyer-Related Signers, as applicable to each, enforceable against each in accordance with their respective terms. Buyer and Xxxxxx each has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement, and the Buyer-Related Signers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver Buyer's Closing Documents, and to perform their respective obligations under this Agreement and Buyer's Closing Documents
Authority; No Conflict; Consents. (a) Assuming due authorization, execution and delivery of this Agreement by Entravision and Acquisition Co., this Agreement constitutes the legal, valid and binding obligation of LCG, enforceable against LCG in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally or is subject to general principles of equity. LCG has the corporate right, power, authority and capacity to execute and deliver this Agreement and to perform its obligations thereunder.
Authority; No Conflict; Consents. (a) Each Debtor (i) has the requisite corporate or limited liability company (as applicable) power and authority (A) to enter into, execute and deliver this Agreement and each other Transaction Document to which it is (or will be) a party, and to enter into, execute and file with the Bankruptcy Court the Plan and (B) to perform and consummate the Contemplated Transactions, and (ii) has taken all necessary corporate or limited liability company (as applicable) action required for (x) the due authorization, execution and delivery of this Agreement and each other Transaction Document to which it is (or will be) a party, (y) the due authorization, execution and filing with the Bankruptcy Court of the Plan and (z) the performance and consummation of the Contemplated Transactions. This Agreement has been (or, in the case of each other Transaction Document to be entered into by a Debtor at or prior to the Closing, will be) duly executed and delivered by each Debtor (or, in the case of any other Transaction Document, the Debtor party thereto). This Agreement constitutes (or, in the case of each other Transaction Document to be entered into by a Debtor at or prior to the Closing, will constitute) the legal, valid and binding obligation of each Debtor (or, in the case of any other Transaction Document, the Debtor party thereto), enforceable against such Debtor in accordance with its terms, except to the extent that the enforceability thereof may be limited by (I) applicable bankruptcy, insolvency, moratorium, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and (II) the fact that the courts may deny the granting or enforcement of equitable remedies. Subject to the expiration or waiver by the Bankruptcy Court of the fourteen (14) day period set forth in Bankruptcy Rules 6004(h) and 3020(e), the Plan constitutes the legal, valid and binding obligation of each Debtor, enforceable against such Debtor in accordance with its terms.
Authority; No Conflict; Consents. (a) Such Purchaser (i) has the requisite corporate, partnership or limited liability company (as applicable) power and authority (A) to enter into, execute and deliver this Agreement and (B) to perform and consummate the transactions contemplated hereby, and (ii) has taken all necessary corporate, partnership or limited liability company (as applicable) action required for (x) the due authorization, execution and delivery of this Agreement and (y) the performance and consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Purchaser. This Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms.
Authority; No Conflict; Consents. (a) This Agreement constitutes the legal, valid and binding obligation of each Reid Xxxpany and the Reid Xxxent, enforceable against such entities in accordance with its terms except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other laws relating to or affecting creditors' rights generally and by general equity principles.
Authority; No Conflict; Consents. (a) This Agreement constitutes the legal, valid and binding obligation of each Suiza Company and the Suiza Parent, enforceable against such entities in accordance with its terms except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other laws relating to or affecting creditors' rights generally and by general equity principles.
