Common use of Authority of Purchaser Clause in Contracts

Authority of Purchaser. Purchaser has full right, authority and power to enter into this Agreement and each agreement, document and instrument to be executed and delivered by Purchaser pursuant to this Agreement (the "Purchaser Documents") and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and Purchaser Documents have been duly authorized by all necessary action of Purchaser and no other action on the part of Purchaser is required in connection therewith. This Agreement and Purchaser Documents executed and delivered by Purchaser pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Purchaser enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditor's rights. The execution, delivery and performance by Purchaser of this Agreement and Purchaser Documents and the consummation of the transactions contemplated hereby or thereby: (a) does not and will not violate any provision of the Articles of Incorporation or By-laws of Purchaser, in each case as amended to date; (b) does not and will not violate any laws of the United States, or any state or other jurisdiction applicable to Purchaser or require Purchaser to obtain any material approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) that has not been obtained or made; and (c) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction decree, determination or arbitration award to which Purchaser is a party and which is material to the business and financial condition of Purchaser. The officers or agents who execute this Agreement and the Related Agreements on behalf of Purchaser have and shall have all requisite power to do so in the name of and on behalf of Purchaser.

Authority of Purchaser. Purchaser is a limited liability company organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has full right, all necessary limited liability company power and authority and power to enter into this Purchase Agreement and each agreement, document and other agreement or instrument of Purchaser expressly required by this Purchase Agreement to be executed and delivered by Purchaser pursuant it (collectively, the “Purchaser’s Agreements”), to this Agreement (the "Purchaser Documents") and to carry out consummate the transactions contemplated hereby without the consent of or notice to any third party, other than consents and therebynotices obtained or given, and to comply with the terms, conditions and provisions hereof and thereof. The All requisite limited liability company action has been taken to authorize the execution, delivery and performance by the Purchaser of this Purchase Agreement and Purchaser Documents have been duly authorized by all necessary action of Purchaser the transactions contemplated herein and no other action limited liability company proceedings on the part of the Purchaser is required in connection therewith. This Agreement are necessary to authorize the execution and Purchaser Documents executed and delivered by Purchaser pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Purchaser enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditor's rights. The execution, delivery and performance by Purchaser of this Purchase Agreement and Purchaser Documents and the consummation of the transactions contemplated hereby or thereby: (a) does not herein. This Purchase Agreement has been duly authorized, executed and will not violate any provision delivered by Purchaser and is, and each of the Articles of Incorporation or By-laws Purchaser’s Agreements, when executed and delivered by Purchaser, will be, the legal, valid and binding agreement of Purchaser, enforceable against Purchaser in each case as amended to date; accordance with its respective terms. Neither the execution and delivery of this Purchase Agreement and the Purchaser’s Agreements nor the consummation of the transactions contemplated by it will (bi) does not and will not conflict with or result in any violation of or constitute a default under any term of the charter or operating agreement of Purchaser, (ii) violate any laws of the United Statesagreement, or any state mortgage, debt instrument, indenture or other jurisdiction instrument, judgment, decree, order, award, law or regulation applicable to Purchaser or any of its respective assets or properties, or (iii) require Purchaser to obtain any material the consent, approval, consent permission or waiver ofother authorization of or by or filing or qualification with any court, arbitrator or make any filing withgovernmental, any person administrative or entity (governmental or otherwise) that self-regulatory authority which has not been obtained which would adversely effect its ability to perform its agreements hereunder or made; and (civ) does not and will not result in a breach ofthe cancellation, constitute a default undermodification, accelerate any obligation under, revocation or give rise to a right of termination suspension of any indenture material license, certificate or loan permit or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction decree, determination or arbitration award to which Purchaser is a party and which is material to authorization held by the business and financial condition of Purchaser. The officers or agents who execute this Agreement and the Related Agreements on behalf of Purchaser have and shall have all requisite power to do so in the name of and on behalf of Purchaser.

Authority of Purchaser. The Purchaser: (i) if a natural person, represents that the Purchaser has reached the age of 21 and has full right, power and authority to execute and power to enter into deliver this Subscription Agreement and each agreement, document and instrument to be executed and delivered by Purchaser pursuant to this Agreement (the "Purchaser Documents") all other related agreements or certificates and to carry out the provisions hereof and thereof and this Subscription Agreement constitutes a legal, valid and binding obligation of the Purchaser; (ii) if a corporation, partnership, limited liability company or partnership, association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purposes of subscribing for and acquiring the Units, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and thereby. The executionwill not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Units, and the Securities underlying the Units, the execution and delivery and performance by Purchaser of this Subscription Agreement and Purchaser Documents have been duly authorized by all necessary action of Purchaser and no other action on the part of Purchaser is required in connection therewith. This actions, this Subscription Agreement and Purchaser Documents has been duly executed and delivered by Purchaser pursuant to this Agreement constitute, or when executed on behalf of such entity and delivered will constituteis a legal, valid and binding obligations obligation of Purchaser enforceable such entity; and (iii) if executing this Subscription Agreement in accordance with their termsa representative or fiduciary capacity, except as represents that it has full power and authority to execute and deliver this Subscription Agreement in such enforceability may be capacity and on behalf of the subscribing individual, xxxx, partnership, trust, estate, corporation, limited by applicable bankruptcyliability company or partnership, insolvency or other similar laws affecting creditor's rightsentity for whom the Purchaser is executing this Subscription Agreement and such individual, xxxx, partnership, trust, estate, corporation, limited liability company or partnership, or other entity, has full right and power to perform pursuant to this Subscription Agreement and make an investment in the Company, and that this Subscription Agreement constitutes a legal, valid and binding obligation of such entity. The execution, execution and delivery and performance by Purchaser of this Subscription Agreement and Purchaser Documents and the consummation purchase of the transactions contemplated hereby or thereby: (a) does not and Units will not violate or be in conflict with any provision of the Articles of Incorporation or By-laws of Purchaser, in each case as amended to date; (b) does not and will not violate any laws of the United States, or any state or other jurisdiction applicable to Purchaser or require Purchaser to obtain any material approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) that has not been obtained or made; and (c) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction decreeinjunction, determination agreement or arbitration award controlling document to which the Purchaser is a party or by which it is bound and is legally permitted by all laws and regulations to which the Purchaser is material subject. All consents, approvals, authorizations of or designations, declarations or filings that are necessary to be obtained by the business Purchaser in connection with the valid execution and financial condition delivery of Purchaser. The officers this Subscription Agreement by the Purchaser or agents who execute this Agreement and the Related Agreements on behalf purchase of the Units by the Purchaser have and shall have all requisite power to do so in the name of and on behalf of Purchaserbeen obtained or will be obtained.

Authority of Purchaser. Purchaser has full right, corporate power and authority and power (i) to enter into (a) this Agreement and (b) each agreement, document and instrument to be executed and delivered by Purchaser pursuant to or contemplated by this Agreement Agreement, including, but not limited to, the Collateral Agreements, and (the "Purchaser Documents"ii) and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and Purchaser Documents the Collateral Agreements have been duly authorized by all necessary action of Purchaser Purchaser, and no other action on the part of Purchaser is required - 30 - ______ _______ _______ 31 in connection therewith. This Agreement Agreement, the Collateral Agreements and Purchaser Documents each such agreement, document and instrument executed and delivered by Purchaser pursuant to this Agreement constitute, or when executed and delivered will constitute, constitute valid and binding obligations of Purchaser enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, fraudulent conveyance, insolvency or other similar laws of general application relating to or affecting creditor's rightsthe rights of creditors, and subject to general principles of equity. The execution, delivery and performance by Purchaser of this Agreement, the Collateral Agreements and each such agreement, document and instrument pursuant to or in connection with this Agreement and Purchaser Documents and the consummation of the transactions contemplated hereby or therebyto which it is a party: (ai) does do not and will not violate any provision of the Articles of Incorporation or Bycharter, by-laws or equivalent constituent documents of Purchaser, in each case as amended to date; (bii) does do not and will not violate in any material respect any laws of the United States, States or any state or any other jurisdiction applicable to Purchaser or require Purchaser to obtain any material approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) that which has not been obtained or made; and; (ciii) does do not and will not (a) result in a breach of, (b) constitute a default under, (c) accelerate any obligation under, under or (d) give rise to a right of termination of any indenture or indenture, loan or credit agreement agreement, or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction injunction, decree, determination or arbitration award award, whether written or oral, to which Purchaser is a party and or by which is material to the business and financial condition of Purchaser. The officers or agents who execute this Agreement and the Related Agreements on behalf property of Purchaser have is bound or affected; and (iv) do not and shall have all requisite power to do so will not result in the name creation or imposition of and any Lien on behalf any of Purchaserthe Monarch Common Stock.

Authority of Purchaser. Purchaser has full right, the corporate power and authority and power to enter into this Agreement and each agreement, document and instrument to be executed and delivered by Purchaser pursuant to this Agreement (the "Purchaser Documents") and to carry out consummate the transactions contemplated hereby hereby. Subject to Section 8.9, hereof, the execution and thereby. The executiondelivery hereof, delivery and performance by Purchaser of this Agreement and Purchaser Documents have been duly authorized by all necessary action of Purchaser and no other action on the part of Purchaser is required in connection therewith. This Agreement and Purchaser Documents executed and delivered by Purchaser pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Purchaser enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditor's rights. The execution, delivery and performance by Purchaser of this Agreement and Purchaser Documents and the consummation of the transactions contemplated hereby or thereby: (a) does not hereby, have been duly and will not violate any provision validly authorized by all necessary corporate action on the part of Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser and is a legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms. Neither the execution, delivery and performance hereof, nor the consummation of the transactions contemplated hereby, nor compliance with any of the provisions hereof by Purchaser will: (i) conflict with or result in a breach of or violation under Purchaser's Articles of Incorporation or By-laws Laws; (ii) result in any conflict with, breach of Purchaseror default (or give rise to any right of termination, in each case as amended cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage or indenture or any franchise, license, permit, agreement or other instrument or obligation to date; which Purchaser is a party or by which Purchaser or any of its properties or assets may be bound; (biii) does not and will not violate any laws of the United Statesorder, writ, injunction, decree, law, statute, rule or any state or other jurisdiction regulation applicable to Purchaser or any of its properties or assets; (iv) require Purchaser to obtain any material consent, approval, consent or waiver ofauthorization, or make any filing with, any person or entity (governmental or otherwise) that has not been obtained or made; and (c) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, leaselicense, permit, authorizationregistration, filing, recording or waiver under any applicable law, rule or regulation, under any order, writ, judgment, injunction injunction, decree, determination or arbitration award which affects or binds Purchaser, or under any governmental or judicial license, franchise, permit or approval held by Purchaser or which binds or affects Purchaser or its assets; or (v) require any consent, approval, authorization or waiver under the note, bond, mortgage, indenture, agreement or other instrument or obligation to which Purchaser is a party and or by which is material to the business and financial condition Purchaser or any of Purchaser. The officers its properties or agents who execute this Agreement and the Related Agreements on behalf of Purchaser have and shall have all requisite power to do so in the name of and on behalf of Purchaserassets may be bound.

Authority of Purchaser. Purchaser has full right, corporate power and authority and power (i) to enter into (a) this Agreement and (b) each agreement, document and instrument to be executed and delivered by Purchaser pursuant to or contemplated by this Agreement Agreement, including, but not limited to, the Collateral Agreements, and (the "Purchaser Documents"ii) and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and Purchaser Documents the Collateral Agreements have been duly authorized by all necessary action of Purchaser Purchaser, and no other action on the part of Purchaser is required in connection therewith. This Agreement Agreement, the Collateral Agreements and Purchaser Documents each such agreement, document and instrument executed and delivered by Purchaser pursuant to this Agreement constitute, or when executed and delivered will constitute, constitute valid and binding obligations of Purchaser enforceable in accordance with their terms, except as such enforceability may be limited by applicable respective terms subject to bankruptcy, reorganization, insolvency or and other similar laws affecting creditor's rights. the The execution, delivery and performance by Purchaser of this Agreement, the Collateral Agreements and each such agreement, document and instrument pursuant to or in connection with this Agreement and Purchaser Documents and the consummation of the transactions contemplated hereby or therebyto which it is a party: (ai) does do not and will not violate any provision of the Articles of Incorporation charter or By-laws bylaws of Purchaser, in each case as amended to date; (bii) does do not and will not violate in any respect any laws of the United States, States or any state or any other jurisdiction applicable to Purchaser or require Purchaser to obtain any material approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) that which has not been obtained or made; and (ciii) does do not and will not (a) result in a breach of, (b) constitute a default under, (c) accelerate any obligation under, or (d) give rise to a right of termination of any indenture or indenture, loan or credit agreement agreement, or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction injunction, decree, determination or arbitration award award, whether written or oral, to which Purchaser is a party and or by which is material to the business and financial condition of Purchaser. The officers or agents who execute this Agreement and the Related Agreements on behalf property of Purchaser have and shall have all requisite power to do so in the name of and on behalf of Purchaseris bound or affected.

Authority of Purchaser. Purchaser has full right, authority and power to enter into this Agreement and each agreement, document and instrument to be executed and delivered by Purchaser pursuant to this Agreement (the "Purchaser Documents") and to carry out the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Purchaser of this Agreement and Purchaser Documents each such other agreement, document and instrument have been duly authorized by all necessary corporate action of Purchaser and no other action on the part of Purchaser is required in connection therewith. This Agreement and Purchaser Documents each other agreement, document and instrument executed and delivered by Purchaser pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Purchaser enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditor's rights. The execution, delivery and performance by Purchaser of this Agreement and Purchaser Documents each such agreement, document and the consummation of the transactions contemplated hereby or therebyinstrument: (a) does do not and will not violate any provision of the Articles of Incorporation or By-laws Bylaws of Purchaser, in each case as amended to date; (b) does do not and will not violate any laws laws, rules, or regulations of the United States, States or of any state or any other jurisdiction applicable to Purchaser or require Purchaser to obtain any material approval, consent consent, or waiver of, or make any filing with, any person or entity (governmental or otherwise) that which has not been obtained or made; and (c) does do not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture or loan indenture, loan, or credit agreement agreement, or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction decree, determination or arbitration award decree to which Purchaser is a party and which is material to the business and financial condition of Purchaser. The officers or agents who execute this Agreement Purchaser and the Related Agreements its affiliated organizations on behalf of Purchaser have and shall have all requisite power to do so in the name of and on behalf of Purchasera consolidated basis.

Authority of Purchaser. Purchaser has full right, corporate power and authority and power (i) to enter into (a) this Agreement and (b) each agreement, document and instrument to be executed and delivered by Purchaser pursuant to or contemplated by this Agreement Agreement, including, but not limited to, the Collateral Agreements, and (the "Purchaser Documents"ii) and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and Purchaser Documents the Collateral Agreements have been duly authorized by all necessary action of Purchaser Purchaser, and no other action on the part of Purchaser is required in connection therewith. This Agreement Agreement, the Collateral Agreements and Purchaser Documents each such agreement, document and instrument executed and delivered by Purchaser pursuant to this Agreement constitute, or when executed and delivered will constitute, constitute valid and binding obligations of Purchaser enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, fraudulent conveyance, insolvency or other similar laws of general application relating to or affecting creditor's rightsthe rights of creditors, and subject to general principles of equity. The execution, delivery and performance by Purchaser of this Agreement, the Collateral Agreements and each such agreement, document and instrument pursuant to or in connection with this Agreement and Purchaser Documents and the consummation of the transactions contemplated hereby or therebyto which it is a party: (ai) does do not and will not violate any provision of the Articles of Incorporation or By-laws charter documents of Purchaser, in each case as amended to date; (bii) does do not and will not violate in any material respect any laws of the United States, States or any state or any other jurisdiction applicable to Purchaser or require Purchaser to obtain any material approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) that which has not been obtained or made; and (ciii) does do not and will not (a) result in a breach of, (b) constitute a default under, (c) accelerate any obligation under, under or (d) give rise to a right of termination of any indenture or indenture, loan or credit agreement agreement, or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction injunction, decree, determination or arbitration award award, whether written or oral, to which Purchaser is a party and or by which is material to the business and financial condition of Purchaser. The officers or agents who execute this Agreement and the Related Agreements on behalf property of Purchaser have and shall have all requisite power to do so in the name of and on behalf of Purchaseris bound or affected.

Authority of Purchaser. Purchaser has full rightis a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite corporate power and authority and power to enter into this Agreement and each agreement, document and instrument to be executed and delivered by Purchaser pursuant to this Agreement (the "Purchaser Documents") and to carry out the transactions contemplated hereby and therebyherein. The execution, delivery and performance by Purchaser of this Agreement and by Purchaser Documents have has been duly authorized by all necessary action of Purchaser and no other action on the part of Purchaser is required in connection therewithcorporate action. This Agreement has been duly and Purchaser Documents validly executed and delivered by Purchaser pursuant to this Agreement constitute, or when executed and delivered will constituteconstitutes the legal, valid and binding obligations obligation of Purchaser enforceable against Purchaser in accordance with their its terms, except as such enforceability may be limited by by: (a) applicable bankruptcy, insolvency insolvency, moratorium, reorganization or other similar laws affecting creditor's rightsfrom time to time in effect that affect creditors' rights generally; or (b) legal and equitable limitations on the availability of specific remedies. The execution, execution and delivery and performance by Purchaser of this Agreement and by Purchaser Documents does not, and the consummation of the transactions contemplated hereby or thereby: (a) does not and performance by Purchaser of its obligations hereunder will not violate or conflict with any provision of of: (i) the Articles of Incorporation or Bycharter, by-laws or other organizational documents of Purchaser, in each case as amended to date; ; (bii) does not and will not violate any laws of the United States, or any state or other jurisdiction applicable to Purchaser or require Purchaser to obtain any material approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) that has not been obtained or made; and (c) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contractlease, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction decree, determination license or arbitration award franchise to which Purchaser is a party and or by which any of its properties is bound; or (iii) any Law applicable to Purchaser, which violation or conflict would reasonably be expected to have a material to adverse effect on the business and financial condition of Purchaser. The officers failure of any Person not a party hereto to authorize or agents who execute approve Purchaser's execution or performance of this Agreement and or the Related Agreements on behalf transactions contemplated hereby will not give any Person the right to enjoin, rescind or otherwise prevent or impede the consummation of the transactions contemplated hereby by Purchaser have and shall have all requisite power in accordance with the terms of this Agreement or to do so obtain damages from, or any other judicial relief against, Seller or Purchaser as a result of any transactions carried out in accordance with the name provisions of and on behalf of Purchaserthis Agreement.

Authority of Purchaser. Each of Purchaser and Newco has full right, authority and power to enter into this Agreement and each agreement, document and instrument to be executed and delivered by Purchaser and Newco pursuant to this Agreement (the "Purchaser Documents") Agreement, and to carry out the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Purchaser and Newco of this Agreement and Purchaser Documents each such other agreement, document and instrument have been duly authorized by all necessary corporate action of Purchaser and Newco and no other action on the part of Purchaser and Newco is required in connection therewith. This Agreement and Purchaser Documents each other agreement, document and instrument executed and delivered by Purchaser and Newco pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of and Purchaser and Newco enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditor's rights. The execution, delivery and performance by Purchaser and Newco of this Agreement and Purchaser Documents each such agreement, document and the consummation of the transactions contemplated hereby or therebyinstrument: (a) does do not and will not violate any provision of the Articles of Incorporation or ByCertificate of Incorporation or by-laws of Purchaser, in each case as amended to datePurchaser or Newco; (b) does do not and will not violate any laws laws, rules, or regulations of the United States, States or of any state or any other jurisdiction applicable to Purchaser or Newco or require Purchaser or Newco to obtain any material approval, consent consent, or waiver of, or make any filing with, any person or entity (governmental or otherwise) that which has not been obtained or made; and (c) does do not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture or loan indenture, loan, or credit agreement agreement, or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction decree, determination or arbitration award decree to which Purchaser or Newco is a party and which is material to the business and financial condition of Purchaser. The officers Purchaser or agents who execute this Agreement Newco and the Related Agreements its affiliated organizations on behalf of Purchaser have and shall have all requisite power to do so in the name of and on behalf of Purchasera consolidated basis.