Authority; Validity of Agreements. Purchaser has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Purchaser and all other requisite corporate action on the part of Purchaser and, except for the approval by Purchaser’s stockholders of the issuance of Purchaser Common Stock pursuant to this Agreement, no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby (including the Financing). The Board of Directors of Purchaser has approved the amendment to Purchaser’s Restated Certificate of Incorporation, which amendment is attached hereto as Exhibit 3.4, subject to the approval by Purchaser’s stockholders at the Special Meeting (as defined in Section 4.16(a)). The affirmative vote of the holders of a majority of the total number of votes of Purchaser Common Stock and Purchaser Voting Preferred Stock (as defined in Section 3.4(a) below), voting together as a single class, present or represented by proxy at the Special Meeting is required for Purchaser’s stockholders to approve the issuance of Purchaser Common Stock pursuant to this Agreement. This Agreement, the Stockholder Agreement and the Registration Rights Agreement have been, and the Transition Services Agreement will be, duly and validly executed and delivered by Purchaser and, subject to the approval by Purchaser’s stockholders of the issuance of Purchaser Common Stock pursuant to this Agreement, assuming the due authorization, execution and delivery thereof by Seller, this Agreement, the Stockholder Agreement and the Registration Rights Agreement constitute, and the Transition Services Agreement will constitute, legally valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.
Authority; Validity of Agreements. Each BlackRock Party has full corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is or is specified to be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. Subject to obtaining the consents and approvals described in Section 4.6, the execution, delivery and performance by each BlackRock Party of this Agreement and each Ancillary Agreement and the consummation by each BlackRock Party of the Transactions, has been duly and validly authorized and approved by all necessary corporate action of each BlackRock Party. This Agreement and any Ancillary Agreement executed and delivered on or prior to the date hereof has been, and upon its execution prior to or at the Closing each of the other Ancillary Agreements will have been duly and validly executed and delivered by each BlackRock Party, and (assuming due authorization, execution and delivery by MLIM Parent and any other party (other than any BlackRock Party) hereto and thereto) this Agreement and each Ancillary Agreement executed and delivered on or prior to the date hereof will constitute, and upon its execution prior to or at the Closing each other Ancillary Agreement will constitute a valid and binding obligation of each BlackRock Party enforceable against it in accordance with its terms, except as (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) the availability of equitable remedies may be limited by equitable principles of general applicability.
Authority; Validity of Agreements. Such Party or Joining Party has full power and authority to execute and deliver this Agreement (or joinder agreement to this Agreement, as applicable) and each Ancillary Agreement to which it is or is specified to be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereunder or thereunder. The execution, delivery and performance by such Party or such Joining Party of each of this Agreement (or joinder agreement to this Agreement, as applicable) and the Ancillary Agreements has been, and the consummation by such Party or Joining Party of the transactions contemplated hereunder and thereunder has been, duly and validly authorized and approved by all necessary corporate action of such Party or Joining Party, including any necessary approval or consent of its stockholders or other equity owners. This Agreement and any Ancillary Agreement executed and delivered on or prior to the date hereof has been, and upon its execution prior to or at Closing each joinder agreement to this Agreement and each other Ancillary Agreements will be, duly and validly executed and delivered by such Party or Joining Party, and (assuming due authorization, execution and delivery by any other party hereto and thereto) this Agreement and each Ancillary Agreement executed and delivered on or prior to the date hereof constitutes, and upon its execution prior to or at Closing each joinder agreement to this Agreement and each other Ancillary Agreement will constitute, a valid and binding obligation of such Party or Joining Party enforceable against each in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally.
Authority; Validity of Agreements. Each of the Partnership and the GP has the requisite organizational power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is or is specified to be a party, to perform its obligations hereunder and thereunder, as applicable, and to consummate the Transactions. The execution, delivery and performance by each of the Partnership and the GP of this Agreement and each of the Ancillary Agreements to which it is or is specified to be a party, and the consummation by each of the Partnership and the GP of the Transactions, have been duly and validly authorized and approved by all necessary organizational action of each of them, including any necessary approval or consent of its partners or other equity owners. This Agreement has been duly and validly executed and delivered by each of the Partnership and the GP and (assuming due authorization, execution and delivery by the other parties hereto) this Agreement constitutes a valid and binding obligation of each of the Partnership and the GP enforceable against them in accordance with its terms, except as limited by the Bankruptcy and Equity Exception. Each Ancillary Agreement executed and delivered by the Partnership or the GP has been, or will be, duly and validly executed and delivered by it and (assuming due authorization, execution and delivery by the other parties thereto) such Ancillary Agreement constitutes, or upon execution will constitute, a valid and binding obligation of the Partnership or GP, as applicable, enforceable against it in accordance with its terms, except as limited by the Bankruptcy and Equity Exception.
Authority; Validity of Agreements. Each of Seller Parent, Seller and the Company has full corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is or is specified to be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Seller Parent, Seller and the Company of each of this Agreement and the Ancillary Agreements has been, and the consummation by Seller Parent, Seller and the Company of the Transactions has been, duly and validly authorized and approved by all necessary corporate action of Seller Parent, Seller and the Company, including any necessary approval or consent of its or their stockholders or other equity owners. This Agreement and any Ancillary Agreement executed and delivered on or prior to the date hereof has been, and upon its execution prior to or at the Closing each of the other Ancillary Agreements will be, duly and validly executed and delivered by Seller Parent, Seller and the Company, and (assuming due authorization, execution and delivery by Buyers and any other party (other than Seller Parent, Seller or the Company) hereto and thereto) this Agreement and each Ancillary Agreement executed and delivered on or prior to the date hereof constitutes, and upon its execution prior to or at the Closing each other Ancillary Agreement will constitute, a valid and binding obligation of Seller Parent, Seller and the Company enforceable against each in accordance with its terms, except as (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) the availability of equitable remedies may be limited by equitable principles of general applicability.
Authority; Validity of Agreements. Each of the Digital Colony Companies has the requisite power and authority to execute and deliver this Agreement (if it is or is specified to be a party) and each Ancillary Agreement to which it is or is specified to be a party, to perform its obligations hereunder and thereunder, as applicable, and to consummate the Contemplated Transactions. Assuming the accuracy of the representations and warranties of the other parties thereto, the execution, delivery and performance by each of the Digital Colony Companies of this Agreement (if it is or is specified to be a party) and each of the Ancillary Agreements to which it is or is specified to be a party, and the consummation by the Digital Colony Companies of the Contemplated Transactions, have been duly and validly authorized and approved by all necessary corporate or other action of the Digital Colony Companies, as applicable, including any necessary approval or consent of their respective shareholders, members, partners or other equity owners. This Agreement and each Ancillary Agreement that has been or is specified to be executed and delivered by the Digital Colony Companies has been or will be duly and validly executed and delivered by such Digital Colony Companies, as applicable, and (assuming due authorization, execution and delivery by the other parties hereto and thereto) each such agreement constitutes or will constitute a valid and binding obligation of such Digital Colony Companies, as applicable, enforceable against each of them in accordance with its terms, except as limited by the Bankruptcy and Equity Exception.
Authority; Validity of Agreements. (a) The Company has the requisite limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is or is specified to be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which the Company is specified to be a party has been duly authorized by all necessary limited liability company or other similar action on the part of the Company. This Agreement and each Ancillary Agreement executed and delivered by the Company has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Purchaser and each other party thereto) this Agreement and each Ancillary Agreement constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, except as limited by the bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of n a Enforceability Exception (b) (i) No Order has been made, petition presented or resolution passed for the winding up of the Company, (ii) no steps have been taken for the appointment of an administrator or receiver (including an administrative receiver) of all or any part of the Company class of creditors has been made or proposed, (iv) the Company is not insolvent, or unable to pay its debts within the meaning of the insolvency legislation applicable to the Company, and the Company has not stopped paying its debts as they fall due, (v) no execution or other process has been levied against the Company or action taken to repossess goods in the possession the Company, and (vi) no unsatisfied judgment is outstanding against the Company. Section 3.4
Authority; Validity of Agreements. Each of Buyer and Buyer Parent has full corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is or is specified to be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Buyer and Buyer Parent of each of this Agreement and the Ancillary Agreements have been, and the consummation by Buyer and Buyer Parent of the Transactions has been, duly and validly authorized and approved by all necessary corporate action of Buyer and Buyer Parent, including any necessary approval or consent of its or their stockholders or other equity owners. This Agreement and each Ancillary Agreement to be executed and delivered on or prior to the date hereof has been, and at the Closing each of the other Ancillary Agreements will be, duly and validly executed and delivered by Buyer and Buyer Parent and (assuming due authorization, execution and delivery by Sellers and the Company) this and each Ancillary Agreement to be executed and delivered on or prior to the date hereof Agreement constitutes, and upon their execution at the Closing each other Ancillary Agreement will constitute, a valid and binding obligation of Buyer and Buyer Parent enforceable against each in accordance with its terms, subject to the Enforceability Exceptions.
Authority; Validity of Agreements. Colonial REIT has full right, power and authority to transfer, contribute and convey the REIT Transferred Interests to Buyer, to carry out its obligations hereunder and to execute, deliver and perform, and enter into and consummate, all of the documents and transactions contemplated by this Agreement. The individual(s) executing this Agreement and the instruments referenced herein on behalf of Colonial REIT have the legal power, right and actual authority to bind Colonial REIT to the terms hereof and thereof. This Agreement is, and all instruments, documents and agreements to be executed by Colonial REIT in connection herewith are and shall be, duly authorized, executed and delivered by Colonial REIT and shall be valid, binding and enforceable obligations of Colonial REIT subject to applicable bankruptcy, insolvency or other similar laws relating to creditors’ rights and general principles of equity.
Authority; Validity of Agreements. Transferor has the full right, power and authority to execute this Agreement, to convey the Property to Transferee as provided herein and to carry out its obligations hereunder. The individual(s) executing this Agreement and the instruments, documents and agreements to be executed by Transferor in connection herewith shall be duly authorized, executed and delivered by Transferor and shall be valid, binding and enforceable obligations of Transferor.
