Authority of Seller; Enforceability. Seller has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary organizational action of Seller, and when executed and delivered by both parties, this Agreement will constitute a legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions.
Authority of Seller; Enforceability. Seller has full power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution, and delivery by Buyer and 4Front) this Agreement constitutes a legal, valid, and binding obligation of Seller enforceable against Seller in accordance with its terms. When each other Transaction 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 Transaction Document will constitute a legal and binding obligation of Seller enforceable against him in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or any other Laws of general application affecting the enforcement of creditors’ rights generally, and as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authority of Seller; Enforceability. Seller is an individual residing in Viterbo, Italy. Xxxxxx has full power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Xxxxxx, and, assuming due authorization, execution and delivery by Xxxxx, this Agreement, and the documents to be delivered hereunder constitute legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.
Authority of Seller; Enforceability. Subject only to Bankruptcy Court approval, Seller has the full power and authority to execute, deliver and perform this Agreement and all documents, instruments and agreements referenced herein and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and, assuming due authorization of, and execution and delivery by, Purchaser, this Agreement constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms.
Authority of Seller; Enforceability. Seller has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.
Authority of Seller; Enforceability. (a) Such Seller has taken all action necessary to permit it to execute and deliver this Agreement and the other documents and instruments to be executed by it as a condition to closing under Section 4.01 (the “Ancillary Documents”) and to carry out the terms hereof and thereof. This Agreement, the Ancillary Documents to which such Seller is a Party and each such other document and instrument to which such Seller is a Party, when duly executed and delivered by such Seller, will constitute a valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application related to the enforcement of creditor’s rights generally and (ii) general principles of equity.
Authority of Seller; Enforceability. This Agreement constitutes, and the Seller Ancillary Documents, as applicable, will constitute, the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, fraudulent transfer, reorganization, insolvency, moratorium or other Legal Requirements from time to time in effect affecting creditors' rights generally and principles governing the availability of equitable remedies. Seller has the absolute and unrestricted corporate right, power, authority and capacity to execute and deliver this Agreement and the Seller Ancillary Documents to which it is a party and to perform its obligations under this Agreement and the Seller Ancillary Documents, and such actions have been duly authorized by all necessary action by Seller’s shareholders and board of directors.
Authority of Seller; Enforceability. Seller has the full organizational right, power, and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary organizational action of Seller, and when executed and delivered by both parties, this Agreement will constitute a valid, and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to limitations on enforcement and other remedies imposed by or arising under or in connection with (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting rights of creditors generally, and (ii) rules of law and general principles of equity, including those governing specific performance, injunctive relief and other equitable remedies.
Authority of Seller; Enforceability. Seller, and each Subsidiary of Seller who is a party to a Seller Transaction Agreement, has the requisite corporate or other appropriate power to execute, deliver and perform its obligations under the Seller Transaction Agreements (including the consummation of the Seller Transactions) to which it is a party. The execution, delivery and performance of the Seller Transaction Agreements by Seller and each Subsidiary of Seller who is a party thereto have been (or, in the case of Seller Transaction Agreements to be executed and delivered subsequent to the Agreement Date, will be prior to such execution and delivery) duly authorized by all requisite corporate or other appropriate action on the part of Seller and each such Subsidiary of Seller. This Agreement has been duly executed and delivered by Seller and, upon execution and delivery thereof by Seller or such Subsidiary of Seller who is a party thereto, the other Seller Transaction Agreements will be duly executed and delivered by Seller or such Subsidiary of Seller, and (assuming due authorization, execution and delivery thereof by the other parties hereto and thereto) this Agreement constitutes, and upon execution and delivery thereof, the other Seller Transaction Agreements will constitute, legal, valid and binding obligations of Seller or the applicable Subsidiary of Seller, enforceable against Seller or such Subsidiary of Seller in accordance with their respective terms, subject to the Bankruptcy and Equity Exception.
Authority of Seller; Enforceability. Parent and Seller each have all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the Related Agreements to which they are a party and to consummate the Transactions and the transactions contemplated by the Related Agreements. The execution, delivery and performance of this Agreement and the Related Agreements to which Parent and/or Seller are a party and the consummation of the Transactions and the transactions contemplated by the Related Agreements by Parent and/or Seller have been duly authorized by all requisite action on the part of Parent and/or Seller and no further action is required on the part of Parent and/or Seller to authorize this Agreement and the Related Agreements to which they are a party. The board of directors (or equivalent governing body) of the Parent and Seller, by resolutions duly adopted (and not thereafter modified or rescinded) at a meeting duly called and held or by unanimous written consent, has approved this Agreement and the Transactions (to the extent applicable to such entity) and determined that this Agreement and the terms and conditions of the Transactions are advisable and in the best interests of Parent and Seller. This Agreement constitutes and, upon execution and delivery thereof, the other Related Agreements will constitute (assuming due authorization, execution and delivery of such agreements by all other parties thereto), legal, valid and binding obligations of Parent and Seller, enforceable against Parent and Seller in accordance with their respective terms, subject only to the effect of (a) applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws now and hereunder in effect relating to the rights of creditors generally and (b) rules of law and equity governing specific performance, injunctive relief and other equitable remedies.
