AUTHORITY OF PURCHASER AND WATERLINK Sample Clauses

AUTHORITY OF PURCHASER AND WATERLINK. The execution, delivery and consummation of this Agreement by Purchaser and Waterlink has been or will be duly authorized by their respective boards of directors of Purchaser in accordance with all applicable laws and the Certificates of Incorporation and By-laws of Purchaser and Waterlink, as the case may be, and at the Closing Date no further corporate action will be necessary on the part of Purchaser or Waterlink to make this Agreement valid and binding on Purchaser and Waterlink and enforceable against Purchaser and Waterlink in accordance with its terms. Except as has been or will be obtained from Purchaser's secured lender, no approval or consent of any person, firm or other entity or governmental body is or was required to be obtained by Purchaser or Waterlink for the authorization of this Agreement or the consummation by Purchaser or Waterlink of the transactions contemplated in this Agreement. ARTICLE V --------- CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER AND WATERLINK -------------------------------------------------------------- The obligations of Purchaser and Waterlink under this Agreement are, at their option, subject to satisfaction of the following conditions at or prior to the Closing Date:
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AUTHORITY OF PURCHASER AND WATERLINK. The execution, delivery and consummation of this Agreement by Purchaser and Waterlink has been or will be duly authorized by their respective boards of directors of Purchaser in accordance with all applicable laws and the Certificates of Incorporation and By-laws of Purchaser and Waterlink, as the case may be, and at the Closing Date no further corporate action will be necessary on the part of Purchaser or Waterlink to make this Agreement valid and binding on Purchaser and Waterlink and enforceable against Purchaser and Waterlink in accordance with its terms. Except as has been or will be obtained from Purchaser's secured lender, no approval or consent of any person, firm or other entity or governmental body is or was required to be obtained by Purchaser or Waterlink for the authorization of this Agreement or the consummation by Purchaser or Waterlink of the transactions contemplated in this Agreement.
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AUTHORITY OF PURCHASER AND WATERLINK. The execution, delivery and consummation of this Agreement, including, without limitation, Waterlink's guarantee contained in Article XII of this Agreement, and each agreement required to be executed, delivered and consummated hereby including, without limitation, the Promissory Notes, by Purchaser and Waterlink (i) are within each party's power and authority, (ii) have been or will be duly authorized by their respective boards of directors in accordance with all applicable laws and the Certificates of Incorporation and By-laws of Purchaser and Waterlink, as the case may be, and at the Closing Date no further corporate action will be necessary on the part of Purchaser or Waterlink to make this Agreement and each agreement required to be executed, delivered and consummated hereby including, without limitation, the Promissory Notes, valid and binding on Purchaser and Waterlink and enforceable against Purchaser and Waterlink in accordance with their respective terms, (iii) do not conflict with nor will result in any breach of any provision of, or the creation of any lien, mortgage, charge, security interest or other encumbrance upon any of the property of Waterlink or Purchaser pursuant to their respective charters, by-laws or any law, regulation, order, permit, judgment, agreement or instrument. Except as has been obtained, no approval or consent of any person, firm or other entity or governmental body is or was required to be obtained by Purchaser or Waterlink for the authorization of this Agreement or the consummation by Purchaser or Waterlink of the transactions contemplated in this Agreement. The execution, delivery and consummation by the Purchaser and Waterlink of this Agreement, including, without limitation, Waterlink's guarantee contained in Article XII of this Agreement, and each such other agreement to which Purchaser and Waterlink is a party, and the issuance of the Promissory Notes, do not require the approval or consent of, or any filing with, any governmental authority or agency, except such filings and notices as may be necessary to register securities or establish and preserve any exemption from registration under applicable state and federal securities laws.
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Related to AUTHORITY OF PURCHASER AND WATERLINK

  • Authority of Purchaser Purchaser has the power and authority (corporate or similar) to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the terms, conditions and provisions hereof. The execution, delivery and performance of this Agreement by Purchaser has been duly authorized and approved by Purchaser and does not require any further authorization or consent of Purchaser or its beneficial owners. This Agreement is the legal, valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms.

  • Authority of Buyer Buyer has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which 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 Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms.

  • REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB Purchaser and Merger Sub hereby represent and warrant to the Company as follows:

  • Organization of Purchaser The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and corporate authority to own, lease and operate its properties and to carry on its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PARENT Each of Purchaser and Parent hereby represents and warrants to Seller as follows:

  • Authority of Seller Seller has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Seller 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 Seller of this Agreement and any Ancillary Document to which Seller is a party, 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 requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When each Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

  • Authority of Sellers Each Seller and Parent have all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which such Seller or Parent, as applicable, 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 such Seller and Parent of this Agreement and any Ancillary Agreement to which such Seller or Parent, as applicable, is a party, the performance by such Seller and Parent, as applicable, of their obligations hereunder and thereunder and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller and Parent, as applicable. This Agreement has been duly executed and delivered by each Seller and Parent, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller and Parent, enforceable against each Seller and Parent, as applicable, 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 of the Ancillary Agreements to which each Seller or Parent, as applicable, is a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes a legal and binding obligation of such Seller and Parent, as applicable, 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).

  • Buyer Buyer represents and warrants to Seller as follows:

  • Experience of Purchaser Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

  • Authority of Parties Tenant represents and warrants that it is duly formed and in good standing, and is duly authorized to execute and deliver this Lease on behalf of said corporation, in accordance with a duly adopted resolution of the Board of Directors of said corporation or in accordance with the by-laws of said corporation, and that this Lease is binding upon said corporation in accordance with its terms. At Landlord's request, Tenant shall provide Landlord with corporate resolutions or other proof in a form acceptable to Landlord, authorizing the execution of the Lease.

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