Authority of Buyers. Each Buyer has all necessary limited liability company power and authority to enter into this Agreement and the other Transaction Documents to which such Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Buyer of this Agreement and any other Transaction Document to which such Buyer is a party, the performance by such Buyer of its obligations hereunder and thereunder and the consummation by such Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of such Buyer. This Agreement has been duly executed and delivered by each Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of such Buyer enforceable against such Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which a Buyer is or will be a party has been duly executed and delivered by such Buyer (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of such Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Authority of Buyers. Buyers shall have and be entitled to exercise all powers hereunder which are specifically granted to Buyers by the terms hereof, together with such powers as are reasonably incident thereto. Buyers may perform any of their duties hereunder or in connection with the Pledged Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Buyers and their directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons.
Authority of Buyers. This Agreement, when executed and delivered by the Buyers will constitute the legal, valid and binding obligation of Buyers, enforceable against Buyers in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement is subject to general principles of equity regardless of whether enforcement is considered in a proceeding at law or in equity.
Authority of Buyers. Each Buyer has full power and authority to execute, deliver and perform this Agreement and all of the Buyer Ancillary Agreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by AVM have been duly authorized and approved by AVM's general partner. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Associates have been duly authorized and approved by Associates' general partner. This Agreement has been duly authorized, executed and delivered by each Buyer and is the legal, valid and binding agreement of each Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by each Buyer and upon execution and delivery by each Buyer will be a legal, valid and binding obligation of each Buyer enforceable in accordance with its terms. Neither the execution and delivery of this Agreement or any of the Buyer Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will:
(i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the Limited Partnership Agreement of AVM or the Partnership Agreement of Associates, (2) any material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which either Buyer is a party or any of its properties is subject or by which either Buyer is bound, (3) any Court Order to which either Buyer is a party or by which either of them is bound or (4) any Requirements of Laws affecting either Buyer; or
(ii) require the approval, consent, authorization or act of, or the making by either Buyer of any declaration, filing or registration with, any Person.
Authority of Buyers. Each of Buyers has all requisite power and authority to enter into this Agreement and each other agreement, document, and instrument to be executed or delivered by Buyers in connection with this Agreement (the “Buyer Documents”) and to carry out the transactions contemplated hereby and thereby. This Agreement constitutes, and, when executed and delivered at the Closing, each other Buyer Document will constitute, the legal, valid, and binding obligation of each of Buyers as is party thereto, enforceable in accordance with its terms. All corporate and limited liability company proceedings and action required to be taken by Buyers relating to the execution, delivery, and performance of this Agreement and the Buyer Documents and the consummation of the transactions contemplated hereby and thereby shall have been duly taken by the Closing.
Authority of Buyers. Each Buyer has full power and authority to execute, deliver and perform this Agreement. All legal action required to be taken by each Buyer to authorize the execution, delivery and performance of this Agreement has been taken. This Agreement has been duly authorized, executed and delivered by each Buyer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally, and any limitation imposed by general equity principles, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or equity).
Authority of Buyers. 36 Section 5.03 No Conflicts; Consents 36 Section 5.04 Finders’ Fees 36 Section 5.05 Available Funds 37 Section 5.06 Litigation 37 Section 5.07 Independent Investigation 37 Section 5.08 Non-Reliance 37 ARTICLE VI BANKRUPTCY COURT MATTERS 37 Section 6.01 Competing Transactions 37 Section 6.02 Bankruptcy Court Filings 37 ARTICLE VII COVENANTS 39 Section 7.01 Conduct of Business Prior to the Closing 39 Section 7.02 Access to Information 40 Section 7.03 Notice of Certain Events 41 Section 7.04 Employees and Employee Benefits 42 Section 7.05 Confidentiality 44 Section 7.06 Consents 44 Section 7.07 Books and Records 44 Section 7.08 Public Announcements 44 Section 7.09 Further Assurances 45 Section 7.10 Wrong Pockets 45 Section 7.11 DIP Financing 45 Section 7.12 No Successor Liability 46 Section 7.13 Name Change 46 ARTICLE VIII CONDITIONS TO CLOSING 47 Section 8.01 Conditions to Obligations of All Parties 47 Section 8.02 Conditions to Obligations of Buyers. 47 Section 8.03 Conditions to Obligations of Sellers 49 ARTICLE IX TERMINATION 50 Section 9.01 Termination 50 Section 9.02 Backup Bidder 52 Section 9.03 Effect of Termination 52 Section 9.04 Breakup Fee; Expense Reimbursement 52 ARTICLE X MISCELLANEOUS 54 Section 10.01 Notices 54 Section 10.02 No Survival of Representations and Warranties 55 Section 10.03 Expenses 55 Section 10.04 Entire Agreement 55 Section 10.05 Headings 55 Section 10.06 Severability 55
Authority of Buyers. Buyers have full corporate power and authority to execute and deliver this Agreement and the Ancillary Documents to which Xxxxxx are a party, to carry out their obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyers of this Agreement and any Ancillary Document to which Buyers are a party, the performance by Xxxxxx of their obligations hereunder and thereunder and the consummation by Buyers of the transactions contemplated hereby and thereby have been duly authorized by Xxxxxx and no other corporate proceedings on the part of Buyers are necessary to authorize the execution or delivery by Buyers of this Agreement and any Ancillary Document to which Buyers are a party, the performance by Buyers of their obligations under this Agreement and any Ancillary Document to which Buyers are a party or the consummation by Buyers of the transactions contemplated by this Agreement and any Ancillary Document to which Buyers are a party. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of Buyers, enforceable against Buyers in accordance with its terms. When each Ancillary Document to which Buyers are or will be a party has been duly executed and delivered by Xxxxxx (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyers enforceable against them in accordance with its terms.
Authority of Buyers. This Agreement has been duly executed and delivered by each Buyer and constitutes a valid and binding obligation of such Buyer enforceable against him in accordance with its terms. Neither the execution and delivery of this Agreement or any of the other agreements or instruments contemplated hereby or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof does or will:
(a) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the properties of the Buyer, or under any note, instrument, agreement, mortgage, lease, license, franchise, permit, judgment, order, award, decree or other authorization, right, restriction or obligation to which the Buyer is a party or any of his properties is subject or by which the Buyer is bound, or any law, rule, regulation or other legal requirement affecting the Buyer or his properties, or
(b) require the approval, consent, authorization or act of, or the making by the Buyer of any declaration, filing or registration with, any third party or any foreign, federal, state or local court, governmental authority or regulatory body.
Authority of Buyers. Buyers have all requisite corporate power and authority to enter into this Agreement and each other agreement, document, and instrument to be executed or delivered by Buyers in connection with this Agreement (the "Buyer Documents") and to carry out the transactions contemplated hereby and thereby. This Agreement constitutes, and, when executed and delivered at the Closing, each other Buyer Document will constitute, the legal, valid, and binding obligation of Buyers each enforceable in accordance with its terms. All corporate proceedings and action required to be taken by Buyers relating to the execution, delivery, and performance of this Agreement and the Buyer Documents and the consummation of the transactions contemplated hereby and thereby have been duly taken.
