Authorization and Effect. This Agreement has been duly authorized, executed and delivered by the Corporation and (assuming the due execution and delivery thereof by the Buyer) constitutes the valid and legally binding obligation of the Corporation, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
Authorization and Effect. (a) The execution and delivery by ALLTEL of its obligations under this Agreement have been duly authorized by all necessary corporate action on the part of ALLTEL. This Agreement has been duly executed and delivered by ALLTEL and, assuming the due execution and delivery of this Agreement by Client, constitutes a valid and binding obligation of ALLTEL, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditor's rights generally, and subject to the qualification that general equitable principles may limit the enforcement of certain remedies, including the remedy of specific performance.
(b) The execution and delivery by Client of this Agreement and the fulfillment of its obligations under this Agreement have been duly authorized by all necessary corporate action on the part of Client. This Agreement has been duly executed and delivered by Client and, assuming the due execution and delivery of this Agreement by ALLTEL, constitutes a valid and binding obligation of Client, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditor's rights generally, and subject to the qualification that general equitable principles may limit the enforcement of certain remedies, including the remedy of specific performance.
Authorization and Effect. This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery of this Agreement by each Purchaser, this Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authorization and Effect. If a corporation, such Purchaser has the requisite corporate power to execute and deliver this Agreement, and to consummate the transactions contemplated hereby. If a corporation, the execution and delivery by such Purchaser of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action by such Purchaser. This Agreement has been duly executed and delivered by such Purchaser and, assuming the due execution and delivery of this Agreement by the Company, this Agreement constitutes the valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authorization and Effect. This Agreement and the performance of the actions provided for herein have been duly and validly authorized by all necessary corporate action on the part of Maiden Holdings. This Agreement has been executed and delivered by duly authorized and acting officers of Maiden Holdings, and assuming the due authorization, execution and delivery of this Agreement by AmTrust, constitutes a legal, valid and binding obligation of Maiden Holdings enforceable in accordance with its terms, subject to (i) laws relating to bankruptcy, fraudulent conveyances, reorganization, liquidation, moratorium and other similar laws affecting creditor’s rights generally, (ii) general principles of equity (regardless whether enforceability is considered in a proceeding in equity or at law), (iii) standards of commercial reasonableness and good faith, (iv) public policy and (v) concepts of comity.
Authorization and Effect. Each party represents and warrants to the other that the person signing this Agreement on behalf of the respective party has the requisite authority to do so, that both parties have been represented by counsel in their review of and prior to executing this Agreement and no further assurances are required for either party to be bound by the terms and conditions of this Agreement.
Authorization and Effect. The Purchaser has the requisite partnership power to execute and deliver this Agreement, the Stockholders Agreement, the Blair Option Agreement, the Rexxxxxation Rights Agreement and the Seller Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby to be consummated by it. The execution and delivery by the Purchaser of this Agreement, the Stockholders Agreement, the Blair Option Agreement, the Registration Rights Agreement and the Sellxx Xxgistration Rights Agreement and the consummation by it of the transactions contemplated hereby and thereby to be consummated by it have been duly authorized by all necessary exempt company action on the part of the ultimate general partner of the Purchaser. This Agreement has been, and the Stockholders Agreement, the Blair Option Agreement, the Registration Rights Agreement and the Sellxx Xxgistration Rights Agreement will be, duly executed and delivered by the Purchaser and, assuming the due execution and delivery of this Agreement, the Stockholders Agreement, the Blair Option Agreement, the Registration Rights Agreement and the Sellxx Xxgistration Rights Agreement by the other parties hereto and thereto, this Agreement constitutes, and the Stockholders Agreement, the Blair Option Agreement, the Registration Rights Agreement and the Sellxx Xxgistration Rights Agreement will constitute, the valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authorization and Effect. This Agreement and the performance of the actions provided for herein have been duly and validly authorized by all necessary corporate action on the part of TGI, TICNY and TNIC, including approval by a majority of a committee consisting entirely of independent directors. This Agreement has been executed and delivered by duly authorized and acting officers of TGI, TNIC and TICNY, and assuming the due authorization, execution and delivery of this Agreement by CPH, constitutes a legal, valid and binding obligation of TGI, TICNY, and TNIC, enforceable in accordance with its terms subject to (i) laws relating to bankruptcy, fraudulent conveyances, reorganization, liquidation, moratorium and other similar laws affecting creditor’s rights generally, (ii) general principles of equity (regardless whether enforceability is considered in a proceeding in equity or at law), (iii) standards of commercial reasonableness and good faith, (iv) public policy and (v) concepts of comity. Other than for the regulatory actions, approvals and consents referred to in Section 6.8 hereof, no authorization or approval from any party, governmental agency, public or quasi-public body or authority of the United States, any state thereof, is necessary for the due execution and delivery by TGI, TICNY and TNIC of this Agreement, or for the validity or enforceability of all the provisions of this Agreement against TGI, TICNY and TNIC or for the transfer of the business contemplated by this Agreement to CPH, or any other action on the part of the, TGI, TICNY and TNIC or any affiliate of Tower, contemplated by this agreement.
Authorization and Effect. This Agreement and the performance of the actions provided for herein have been duly and validly authorized by all necessary corporate action on the part of CPH, including approval by a majority of members of the Audit Committee which consists entirely of independent directors. This Agreement has been executed and delivered by duly authorized and acting officers of CPH, and assuming the due authorization, execution and delivery of this Agreement by Tower, constitutes a legal, valid and binding obligation of CPH enforceable in accordance with its terms, subject to (i) laws relating to bankruptcy, fraudulent conveyances, reorganization, liquidation, moratorium and other similar laws affecting creditor’s rights generally, (ii) general principles of equity (regardless whether enforceability is considered in a proceeding in equity or at law), (iii) standards of commercial reasonableness and good faith, (iv) public policy and (v) concepts of comity.
Authorization and Effect. This Agreement and the performance of the actions provided for herein have been duly and validly authorized by all necessary corporate action on the part of CPM. This Agreement has been executed and delivered by duly authorized and acting officers of CPM, and assuming the due authorization, execution and delivery of this Agreement by Tower, constitutes a legal, valid and binding obligation of CPM enforceable in accordance with its terms, subject to (i) laws relating to bankruptcy, fraudulent conveyances, reorganization, liquidation, moratorium and other similar laws affecting creditor’s rights generally, (ii) general principles of equity (regardless whether enforceability is considered in a proceeding in equity or at law), (iii) standards of commercial reasonableness and good faith, (iv) public policy and (v) concepts of comity.
