Authorization by Company. The Company hereby represents and warrants to Stockholder that the Company has the full right, power, authority and capacity to execute and deliver this Agreement and to perform the Company’s obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Authorization by Company. The execution and delivery by the Company of each document described in this Agreement to which the Company is a party and the performance by each of its obligations thereunder have been duly authorized and approved by all necessary corporate action prior to the date of this Agreement. Each such document to which the Company is a party has been duly and validly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights.
Authorization by Company. The execution and delivery by the Company of this Agreement and each other document to which the Company is a party executed in connection herewith, and the performance of each of its obligations hereunder and thereunder, have been duly authorized and approved by all necessary corporate action prior to the date of this Agreement. This Agreement and each other document to which the Company is a party executed in connection herewith have been duly and validly executed and delivered by the Company and, subject only to the approval of the Sellers, constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors rights.
Authorization by Company. The Company represents and warrants to _________________ that this Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company.
Authorization by Company. This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid and legally binding agreement of the Company and is enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Each of the Fixed Rate Notes and the Floating Rate Notes have been duly authorized by the Company and, at any Closing, will have been duly executed by the Company, and when issued and delivered in the manner provided for in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.
Authorization by Company. The Company represents and warrants to Cruttenden that this Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company.
Authorization by Company. Company warrants that execution and performance of this Agreement have been duly authorized by all necessary corporate actions.
Authorization by Company. The execution and delivery of this Agreement and all other Transaction Documents to be executed by the Company as contemplated herein and the completion of the Transactions have been, or will be prior to Closing, duly authorized by all necessary corporate action on the part of the Company and, as applicable, its shareholder, including, without limitation, by the Company’s board of directors and by the Vendor.
Authorization by Company. 13 Validity of the Transactions; Consents................................14 Restrictions..........................................................14
Authorization by Company. The execution and delivery of this Agreement and the consummation of the Transactions by the Company will not contravene or violate the articles of incorporation or by-laws of the Company. The execution and delivery by the Company of this Agreement and each Transaction Document to which the Company is a party and the performance of its obligations hereunder and thereunder have been duly authorized and approved by all necessary corporate action prior to the Agreement Date. This Agreement constitutes, and the other Transaction Documents to which the Company is a party will constitute, the legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium, equitable principles, or other similar laws of general application relating to or affecting the enforcement of creditors rights.
