Authority, Non-Contravention, Required Filings. (a) Seller has the requisite organizational power and authority to execute and deliver this Agreement and each Purchase Confirmation and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Purchase Confirmation by Seller, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by all necessary organizational action on the part of Seller.
Authority, Non-Contravention, Required Filings. (a) The Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement and the other Transaction Documents to which the Purchaser is a party, and the performance by the Purchaser of its obligations hereunder and thereunder, and the consummation by the Purchaser of the transactions contemplated hereby and thereby, has been duly authorized by all necessary corporate action on the part of the Purchaser.
Authority, Non-Contravention, Required Filings. (a) Each of Purchaser and/or its Affiliates, as applicable, has the requisite entity power and authority to execute and deliver this Agreement, each Execution Date Agreement and each Ancillary Agreement and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, each Execution Date Agreement and each Ancillary Agreement by Purchaser and/or its Affiliates, as applicable, and the performance by Purchaser and/or its Affiliates, as applicable, of its obligations hereunder and thereunder and the consummation by Purchaser and/or its Affiliates, as applicable, of the transactions contemplated hereby and thereby, have been duly authorized by all necessary entity action on the part of Purchaser and/or its Affiliates, as applicable.
Authority, Non-Contravention, Required Filings. (a) Each of the Sellers and their respective Affiliates has the requisite corporate or other entity power and authority to execute and deliver this Agreement and each of the Execution Date Agreements, as applicable, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. As of the Closing, one or more of the Sellers and/or their respective Affiliates, as applicable, will have the requisite corporate or other entity power and authority to execute and deliver each Ancillary Agreement and to perform its or their obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and each of the Execution Date Agreements, as applicable, by the Sellers and/or their respective Affiliates, the performance by the Sellers and their respective Affiliates, as applicable, of their obligations hereunder and thereunder and the consummation by the Sellers and their respective Affiliates, as applicable, of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each of the Sellers and such Affiliates. As of the Closing, the execution and delivery of each Ancillary Agreement by one or more of the Sellers and/or their respective Affiliates, as applicable, the performance by such Seller or its Affiliates of its obligations thereunder and the consummation by such Seller and/or its Affiliates of the transactions contemplated thereby, will have been duly authorized by all necessary corporate or other entity action on the part of such Seller and/or such Affiliates.
Authority, Non-Contravention, Required Filings. (a) Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and each Purchase Confirmation and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Purchase Confirmation by Purchaser, and the performance by Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Purchaser.
Authority, Non-Contravention, Required Filings. 13 Section 5.03 Purchased Assets 14
Authority, Non-Contravention, Required Filings. 19 Section 6.03 Legal Proceedings 19 Section 6.04 Sufficiency of Funds 20 Section 6.05 Brokers 20 Section 6.06 Financial Statements 20 Section 6.07 Solvency 20 Section 6.08 Status of NDA 20 Section 6.09 Independent Investigation; No Other Warranties 20 ARTICLE VII COVENANTS 21 Section 7.01 Confidentiality 21
Authority, Non-Contravention, Required Filings. ..16 Section 5.4 Reports and Financial Statements...................17 Section 5.5 Absence of Certain Changes or Events...............17 Section 5.6 Registration Statement, Information Statement/Prospectus and Schedule 13E-3............17 Section 5.7
Authority, Non-Contravention, Required Filings. (a) The Seller has the requisite power and authority to execute and deliver this Agreement and the other Transaction Documents to which the Seller is a Party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (including, but not limited to, the power and authority to cause each Affiliate of Seller who has any rights with respect to any Purchased Asset to sell, convey, transfer and assign such Purchased Asset to Purchaser in accordance with this Agreement). The execution and delivery of this Agreement and the other Transaction Documents and the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby, has been duly authorized by all necessary company action on the part of the Seller and its Affiliates.
Authority, Non-Contravention, Required Filings. (a) Each Seller has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and each Seller and each of its Affiliates holding Acquired Assets has the requisite power and authority to consummate the Transaction. The execution and delivery of this Agreement by each Seller, the performance by Sellers of their obligations hereunder and the consummation by Sellers and each of their respective Affiliates holding Acquired Assets of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each Seller or such Affiliates, as applicable. As of the Closing, the execution and delivery of each Ancillary Agreement by each Seller or its Affiliates, and the performance by Sellers or their respective Affiliates holding Acquired Assets of their obligations thereunder and the consummation by Sellers or their respective Affiliates holding Acquired Assets of the transactions contemplated thereby, will have been duly authorized by all necessary corporate action on the part of each Seller or its Affiliates.
