Authority of the Purchaser. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreement to which it is a party, the performance by it of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and upon their execution the Ancillary Agreements to which it is a party will be duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Company as the case may be) this Agreement constitutes, and upon their execution and Ancillary Agreements to which it is a part will constitute, legal valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their terms.
Authority of the Purchaser. The Purchaser has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by the Purchaser as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by the Purchaser and the completion by the Purchaser of the Transaction have been authorized by the directors of the Purchaser and no other corporate proceedings on the part of the Purchaser are necessary to authorize this Agreement or the completion by the Purchaser of the Transaction. This Agreement has been executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity. The execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser of its obligations hereunder and the completion of the Transaction, do not and will not result in a violation, contravention or breach or constitute a default under, or entitle any party to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of:
(a) the constating documents of the Purchaser;
(b) any applicable Law, or
(c) any credit arrangement, note, bond, mortgage, indenture, deed of trust, lease, franchise, concession, easement, contract, agreement, licence, permit or other instrument to which the Purchaser is bound or is subject to or of which the Purchaser is the beneficiary, in each case, which would, individually or in the aggregate, have a Material Adverse Effect on the Purchaser.
Authority of the Purchaser. The Purchaser has full limited liability company power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Purchaser of this Agreement, the performance by the Purchaser of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against the Purchaser in accordance with its terms.
Authority of the Purchaser. No consent, authorization or approval of, -------------------------- or declaration, filing or registration with, any governmental, administrative or regulatory body, or any consent, authorization or approval of any other third party, is necessary in connection with the Purchaser's purchase of the Purchased Assets contemplated hereby or the consummation of the other transactions contemplated hereby.
Authority of the Purchaser. The Purchaser has the corporate power and corporate authority to execute and deliver this Agreement, to consummate the trans actions contemplated hereby and to comply with the terms, conditions and provisions hereof. The execution, delivery and performance of this Agree ment by the Purchaser has been duly authorized and approved by the Purchaser's Board of Directors and does not require any fur ther authorization or consent of the Purchaser or its stock holders. This Agreement is the legal, valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms. Neither the execution and delivery by the Purchaser of this Agreement or the consummation by the Purchaser of any of the transactions contemplated hereby nor compliance by the Purchaser with or fulfillment by the Purchaser of the terms, conditions and provisions hereof 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, the Certificate of Incorporation or By-laws of the Purchaser or any material inden ture, note, instrument or other agreement or any judgment, order, award or decree to which the Purchaser is a party or any of its properties is subject or by which the Purchaser is bound, or
(b) require the approval, consent, authorization or act of, or the making by the Purchaser of any declaration, filing or registration with, any third party or any governmental author ity, except for filings under the Securities Act, the Exchange Act and the HSR Act.
Authority of the Purchaser. The execution, delivery and performance by the Purchaser of this Agreement have been duly authorized by all necessary corporate action required on its part. This Agreement is valid and binding upon the Purchaser and enforceable against it in accordance with their respective terms. Neither the execution, delivery or performance by the Purchaser of this Agreement will conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, the Articles of Incorporation or bylaws of the Purchaser or under any indenture, mortgage, deed of trust or other contract or agreement to which it is a party or by which the Purchaser or its property is bound, or violate any order, writ, injunction or decree of any court, administrative agency or governmental body.
Authority of the Purchaser. The Purchaser has full power and authority to execute and deliver this Agreement and the Closing Documents and to carry out the transactions contemplated hereby. The Purchaser is not subject to, or a party to, any charter, bylaw, mortgage, lien, lease, license, permit, agreement, contract, instrument, law, rule, ordinance, regulation, order, judgment or decree, or any other restriction of any kind or character that is not typical of similar situated entities and that materially, adversely affect the business, operation or condition of Purchaser or would prevent consummation of the transactions contemplated by this Agreement. The Closing Documents are valid and binding agreements of the Purchaser, enforceable in accordance with their terms. No consent, authorization or approval of, or declaration, filing or registration with, any governmental or regulatory authority or any consent, authorization or approval of any other third party is necessary in order to enable the Purchaser to enter into and perform its obligations under the Closing Documents, and neither the execution and delivery of the Closing Documents nor the consummation of the transactions contemplated thereby will:
(a) Be in violation of its Certificate of Incorporation or Bylaws or constitute a breach of any evidence of indebtedness or agreement to which it is a party;
(b) Cause a default under any mortgage or deed of trust or other lien, charge or encumbrance to which any of its property is subject or under any contract to which it is a party, or permit the termination of any such contract by another person;
(c) Result in the creation or imposition of any security interest, lien, charge or other encumbrance upon any of its property or assets under any agreement or commitment to which it is bound;
(d) Accelerate, or constitute an event entitling, or which would, upon notice or lapse of time or both, entitle the holder of any indebtedness to accelerate the maturity of any such indebtedness;
(e) Conflict with or result in the breach of any writ, injunction or decree of any court or governmental instrumentality;
(f) Violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to it; or
(g) Violate or cause any revocation of or limitation on any permit.
Authority of the Purchaser. The Purchaser has all necessary power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Agreements to which it is a party have been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) constitute legal, valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their respective terms.
Authority of the Purchaser. The Purchaser has all requisite corporate power and authority to acquire the Shares and to execute and deliver this Agreement and to consummate the transactions contemplated hereby.
Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Purchaser has all requisite corporate power and authority to enter into this Agreement and the Transaction Documents to which it is a party and to carry out its obligations under this Agreement and the Transaction Documents to which it is a party. The execution, delivery and performance by the Purchaser of this Agreement and the Transaction Documents to which it is a party have been duly authorized by all necessary entity action. This Agreement has been, and the Transaction Documents to which it is a party, when executed and delivered in accordance with the terms hereof, will be, duly and validly executed and delivered by the Purchaser and constitute or will constitute, as applicable, the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with their terms, except as may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws from time to time in effect that affect creditors’ rights generally or (b) legal and equitable limitations on the availability of specific remedies.
