Authority of the Buyer. (a) Each of the Buyer and the Buyer Guarantor has the requisite organizational power and authority to execute and deliver this Agreement and all of the other agreements and instruments to be executed and delivered by the Buyer or the Buyer Guarantor, as applicable, pursuant hereto (collectively, the “Buyer Ancillary Agreements”), to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof.
(b) The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by each of the Buyer and the Buyer Guarantor have been duly authorized and approved by all necessary organizational action on the part of the Buyer and the Buyer Guarantor and do not require any further authorization or consent on the part of the Buyer, the Buyer Guarantor or any of their Affiliates. This Agreement is, and each other Buyer Ancillary Agreement when executed and delivered by the Buyer or the Buyer Guarantor, as applicable, and the other parties thereto will be, a legal, valid and binding agreement of the Buyer or the Buyer Guarantor, as applicable, enforceable in accordance with its respective terms, except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(c) Except for the FCC Consent, the DOJ Consent, as my be required by the WARN Act or other similar Laws, and as set forth in Schedule 4.2, none of the execution, delivery and performance by the Buyer or the Buyer Guarantor of this Agreement, or by the Buyer or the Buyer Guarantor, as applicable, of the Buyer Ancillary Agreements to which it is a party, the consummation by the Buyer or the Buyer Guarantor, as applicable, of the transactions contemplated hereby or thereby or compliance by the Buyer or the Buyer Guarantor, as applicable, with or fulfillment by the Buyer or the Buyer Guarantor, as applicable, 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, or result in the creation or i...
Authority of the Buyer. (a) the Buyer has full power and authority to enter into and perform this Agreement and the provisions of this Agreement, when executed, will constitute valid and binding obligations on the Buyer, in accordance with its terms;
(b) the execution and delivery of, and the performance by the Buyer of its obligations under, this Agreement will not result in a breach of any order, judgment or decree of any court or governmental agency to which the Seller or CDC is a party or by which it is bound.
Authority of the Buyer. The Buyer has full power and authority to enter into this Agreement and the other Transaction Documents to which the 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 the Buyer of this Agreement and any other Transaction Documents to which the Buyer is a party, the performance by the Buyer of its obligations hereunder and thereunder and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer, and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes a legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).
Authority of the Buyer. The Buyer has all requisite power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Buyer of this Agreement and each of the other Transaction Documents to which it is a party, the performance by the Buyer of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the manager of the Buyer and no other proceedings on the part of the Buyer are necessary to authorize this Agreement and each of the Transaction Documents to which the Buyer is a party, the performance of such obligations or the consummation of such transactions.
Authority of the Buyer. The Buyer has full power and authority to execute, deliver and perform this Agreement and the Buyer Ancillary Agreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by the Buyer have been duly authorized and approved by Buyer's Board of Directors. This Agreement, and the Buyer Ancillary Agreements, have each been duly authorized, executed and delivered by the Buyer and is the legal, valid and binding agreement of the Buyer enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the rights of creditors generally and by general principles of equity. Neither the execution and delivery of this Agreement or 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 articles of incorporation or by-laws of the Buyer, (2) any material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which the Buyer is a party or any of its properties is subject or by which the Buyer is bound, (3) any Court Order to which the Buyer is a party or by which it is bound or (4) any Requirements of Laws affecting the Buyer; or
(ii) require the approval, consent, authorization or act of, or the making by the Buyer of any declaration, filing or registration with, any Person.
Authority of the Buyer. The Buyer has all requisite trust power and authority to execute and deliver this Agreement and the other Transactions Documents and to consummate the transactions contemplated by this Agreement and the other Transaction Documents and to take all other actions required to be taken by it pursuant to the provisions hereof and thereof. The execution, delivery and performance by the Buyer of this Agreement and the other Transaction Documents and the consummation by the Buyer of the transactions contemplated by this Agreement and the other Transaction Documents have been duly and validly authorized and approved by all requisite trust action of the Buyer and no other trust proceedings on the part of the Buyer are necessary to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents or to consummate the transactions contemplated thereby. This Agreement and the other Transaction Documents have been duly and validly executed and delivered by the Buyer and constitute valid and binding agreements of the Buyer enforceable against the Buyer in accordance with their terms.
Authority of the Buyer. The Buyer has the corporate power and corporate authority to execute, deliver and perform this Agreement and each Buyer Transaction Agreement to which it is a party. The execution, delivery and performance of this Agreement and Buyer Transaction Agreements by the Buyer have been duly authorized and approved by all necessary corporate action and do not require any further authorization or consent of the Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by the Buyer and (assuming the valid authorization, execution and delivery of this Agreement by the Seller) is the legal, valid and binding agreement of the Buyer enforceable in accordance with its terms, and each of the Buyer Transaction Agreements has been duly authorized by the Buyer, and upon execution and delivery by the Buyer will be (assuming the valid authorization, execution and delivery by each other party thereto) the legal, valid and binding obligation of the Buyer, enforceable in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles (regardless of whether considered in a proceeding in equity or at law).
Authority of the Buyer. The Buyer has full company power and authority to enter into this Agreement and the other Transaction Documents to which the 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 the Buyer of this Agreement and any other Transaction Document to which the Buyer is a party, the performance by the Buyer of its obligations hereunder and thereunder and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite company action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes a legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms. When each other Transaction Document to which the Buyer is or will be a party has been duly executed and delivered by the Buyer (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of the Buyer enforceable against it in accordance with its terms.
Authority of the Buyer. The Buyer has all necessary power and authority to enter into this Agreement and the Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transaction. The execution, delivery and consummation of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary action on the part of the Buyer, and no other action is necessary on the part of the Buyer to authorize the consummation of the transactions contemplated by the Transaction Documents. This Agreement and the Transaction Documents to which the Buyer is or will be a party have been, or when executed will be, duly executed and delivered by the Buyer, and (assuming due authorization, execution and delivery by the Sellers) this Agreement and such Transaction Documents constitute, or when executed will constitute, legal, valid and binding obligations of the Buyer, enforceable against the Buyer and the applicable Designated Affiliates in accordance with their 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). 40
Authority of the Buyer. The Buyer has full corporate power and authority to execute, deliver and perform this Agreement and the Buyer Ancillary Agreements and to enter into the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements and the transactions contemplated hereby and thereby by the Buyer have been duly authorized and approved by its board of directors and do not require any further authorization or consent of the Buyer.
