Authorization by Seller. The execution, delivery and performance of this Agreement by Seller have been duly and validly authorized by all necessary action on the part of Seller and this Agreement is a valid, binding and enforceable obligation of Seller except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting or limiting the rights of creditors generally.
Authorization by Seller. This Agreement has been duly authorized, executed and delivered by the Seller and creates legal, valid and binding obligations of the Seller, enforceable in accordance with its terms. No consent, approval or authorization of any Person or entity is required in connection with the Seller execution or delivery of this Agreement or the consummation by the Seller of the transactions contemplated by this Agreement, except for the approval of the Board to the transfer of the Sale Shares from the Seller to the Purchaser.
Authorization by Seller. Seller 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 Seller pursuant to this Agreement and to carry into effect the transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement and each of the other documents and instruments to be executed and delivered by Seller 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 Seller. No other corporate act or proceeding on the part of Seller or Seller's shareholders 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 Seller pursuant to this Agreement, or the consummation by Seller of the transactions contemplated hereby and thereby.
Authorization by Seller. (a) The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby have been or will by the Closing Date be, as the case may be, duly authorized by all requisite corporate action of Seller. This Agreement has been duly and validly executed and delivered by Seller and, upon entry of the Approval Order, will be the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by equitable principles (regardless of whether enforcement is brought in a proceeding in equity or at law).
Authorization by Seller. The execution of this Agreement and of all actions taken or documents executed by Seller in the Closing of the transaction provided for herein shall have been duly approved by the Shareholders and Directors of Selle
Authorization by Seller. 23 4.04 Ownership of Automotive Filter Company Equity Interests . . . . . . . . . . . . . . . 24 4.05 Options or Other Rights . . . . . . . . . . . . . . . 25 4.06 Certificates of Incorporation and By-Laws; Partnership Agreement . . . . . . . . . . 26 4.07
Authorization by Seller. 8 5.3 Approvals, Consents, Etc..........................................8 5.4
Authorization by Seller. The execution, delivery and performance by Seller of this Agreement, and the consummation by Seller of the transactions contemplated hereby, has been duly authorized by all requisite corporate action. This Agreement has been duly and validly executed and delivered by Seller and constitutes a valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except insofar as enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting the enforceability 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 Seller. The Seller has the power, authority and capacity to own and dispose of the AAE Shares set out opposite the Seller's name on Schedule A and to enter into this Agreement and all other agreements and instruments to be executed by the Seller as contemplated by this Agreement and to carry out the Seller's obligations under this Agreement and such other agreements and instruments.
Authorization by Seller. 12 (2) Enforceability of Seller's Obligations. . . . . . . . . . . . 12 (3) Bankruptcy. . . . . . . . . . . . . . . . . . . . . . . . . . 12 (4)
