Authorization by Buyer. By signing, all actions on the part of Buyer ------------------------ necessary for the authorization, execution, delivery, and performance by it of this Agreement have been duly taken, and this Agreement constitutes a legal, valid and binding obligation, enforceable against the Buyer in accordance with its terms.
Authorization by Buyer. (a) the execution, delivery, and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all requisite corporate action of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, receivership or similar laws affecting or referring to the enforcement of creditors' rights generally or by equitable principles (regardless of whether enforcement is brought in a proceeding in equity or at law).
(b) Neither the execution and delivery of this Agreement and all other agreements and documents to be executed or delivered hereunder, nor the performance and fulfillment by Buyer of all its representations, warranties, covenants and obligations hereunder, will (i) violate, or conflict with, any provision of Buyer's Articles of Incorporation or By-Laws, (ii) violate, or conflict with, or result in a breach of any provisions of, or constitute a default under, or result in a breach of any provisions of, or constitute a default under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Buyer under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, agreement, lease or other instrument to which Buyers is a party or by which its is bound, or (iii) violate, or conflict with, any order, writ, injunction, arbitral award, judgment or decree of any court, governmental body or arbitrator applicable to Buyer.
Authorization by Buyer. The Buyer has full corporate power and authority to enter into, execute and deliver this Agreement and each of the other documents and instruments to be executed and delivered by Buyer pursuant to this Agreement and to carry into effect the transactions contemplated hereunder and thereunder. The execution and delivery of this Agreement and each of the other documents and instruments to be executed and delivered by the Buyer pursuant to this Agreement and the consummation of the transactions contemplated hereunder and thereunder have been duly authorized by all necessary corporate action on the part of Buyer. No other corporate act or proceeding on the part of Buyer or its stockholders is necessary to authorize the execution and delivery of this Agreement and each of the other documents and instruments to be executed and delivered by Buyer pursuant to this Agreement or the consummation of the transactions contemplated hereby and thereby.
Authorization by Buyer. The execution and delivery of this Agreement by Buyer and the performance of the transactions contemplated herein shall have been duly authorized by the Buyer's managers and Seller shall have received copies of all resolutions of the managers pertaining to such authorization, certified by the Buyer's secretary.
Authorization by Buyer. The execution, delivery and performance by Buyer of the Transaction Documents, and the consummation by Buyer of the transactions contemplated hereby and thereby, has been duly authorized by all requisite corporate action. The Transaction Documents have been duly and validly executed and delivered by Buyer and constitutes a valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except insofar as enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights, or by limitations in the availability of the remedy of specific performance or injunctive relief, or by general equity principles.
Authorization by Buyer. The execution and delivery of this Agreement by the Buyer, and the agreements provided for herein, and the consummation by the Buyer of the transactions contemplated hereby, have been duly authorized by all requisite corporate action. This Agreement and all such other agreements and written obligations entered into and undertaken in connection with the transactions contemplated hereby constitute the valid and legally binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms. The execution, delivery and performance of this Agreement and the agreements provided for herein, and the consummation by the Buyer of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any Law, rule or regulation applicable to the Buyer; (b) violate the provisions of the Buyer’s Charter or bylaws; (c) violate any judgment, decree, order or award of any court, Governmental Body or arbitrator; or (d) conflict with or result in the breach or termination of any term or provision of, constitute a default under, cause any acceleration under, or cause the creation of any Lien upon the properties or assets of the Buyer pursuant to any indenture, mortgage, deed of trust or other agreement or instrument to which the Buyer is a party or by which the Buyer is or may be bound. Disclosure Schedule 4.3 attached hereto sets forth a true, correct and complete list of all consents and approvals of third parties that are required to be obtained by the Buyer in order for it to consummate the transactions contemplated by this Agreement.
Authorization by Buyer. Buyer has the full power and authority to enter into this Agreement and to consummate the transactions provided for herein. All actions on the part of Buyer necessary to approve the transactions contemplated by this Agreement have been duly taken as required by Applicable Law and any applicable agreements. This Agreement has been, and the other agreements, documents and instruments required to be delivered by Buyer (the “Buyer Documents”) in accordance with the provisions herein will be, duly executed and delivered by Buyer and constitute, or will constitute when delivered, the valid and binding agreement of Buyer enforceable against Buyer in accordance with their terms.
Authorization by Buyer. Buyer has full corporate power and authority to enter into, execute and deliver this Agreement and each of the other documents and instruments to be executed and delivered by Buyer pursuant to this Agreement and to carry into effect the transactions contemplated hereunder and thereunder. At Closing, the execution and delivery of this Agreement and each of the other documents and instruments to be executed and delivered by Buyer pursuant to this Agreement and the consummation of the transactions contemplated hereunder and thereunder will have been duly authorized by all necessary corporate action on the part of Buyer. At Closing, no other corporate act or proceeding on the part of Buyer or its
Authorization by Buyer. The execution and delivery of this Agreement and all other agreements and instruments to be executed by it as contemplated herein and the completion of the transactions contemplated by this Agreement and all such other agreements and instruments have been duly authorized by all necessary corporate action on the part of the Buyer.
Authorization by Buyer. All company action of Buyer necessary to authorize the execution, delivery and performance of this Agreement and the Related Agreements to which it is a party (“Buyer Agreements”) in connection herewith has been taken and this Agreement and the Buyer Agreements constitute the valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization, liquidation or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
