Authorization; Execution. Each Party hereby represents to the other that (a) it has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder; (b) this Agreement constitutes its valid and binding obligation, enforceable against it in accordance with its terms; and (c) its execution, delivery and performance of this Agreement will not result in a breach of any material agreement or understanding to which it is a party.
Authorization; Execution. Each party represents to the other that it has full authority to enter into these Terms, the applicable Order and any Work Order, and to perform all of its obligations thereunder.
Authorization; Execution. All corporate action and other actions required to be taken by Purchaser to authorize its execution, delivery and performance of this Agreement, all documents executed or to be executed by Purchaser in connection herewith, and all transactions contemplated hereby or thereby, have been duly and properly taken or obtained by Purchaser. No other corporate action or other action on the part of Purchaser is necessary to authorize Purchaser’s execution, delivery and performance of this Agreement, any document executed or to be executed by Purchaser in connection herewith, or any transaction contemplated hereby. This Agreement and all documents executed or to be executed by Purchaser in connection herewith have been (or will be, as applicable) duly and validly executed and delivered by Purchaser and (assuming due and valid execution by, and enforceability against, any other Person that is a party thereto) this Agreement and all documents executed or to be executed by Purchaser in connection herewith constitute (or will constitute when executed and delivered) the valid and binding obligations of Purchaser enforceable in accordance with their respective terms.
Authorization; Execution. All corporate and other actions required to be taken by Buyer and Parent to authorize the execution, delivery and performance of this Agreement, all documents executed by Buyer and Parent which are necessary to give effect to this Agreement, and all Transactions, have been duly and properly taken or obtained by Buyer and Parent. No other corporate or other action on the part of Buyer and Parent is necessary to authorize the execution, delivery and performance of this Agreement, all documents necessary to give effect to this Agreement and all Transactions. This Agreement and all documents delivered hereunder have been duly and validly executed and delivered by Buyer and Parent, as applicable, and, assuming due and valid execution by, and enforceability against, Sellers, this Agreement and all documents delivered hereunder constitute the valid and binding obligations of Buyer and Parent enforceable in accordance with their respective terms subject to (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and (ii) limitations on the enforcement of equitable remedies.
Authorization; Execution. The purchase of the Preferred Shares to be acquired hereunder has been duly and properly authorized by the Purchaser by all necessary action and the Transaction Documents have been duly executed and delivered by it and neither the purchase of the Preferred Shares to be acquired hereunder nor the execution and performance of the Transaction Documents conflicts with or violates its operating agreement or any law, regulation or court order applicable to it or any other agreement to which it is subject.
Authorization; Execution. All corporate, limited liability company and other actions required to be taken by Shareholder and the Company to authorize the execution, delivery and performance of this Agreement, all agreements to be executed and delivered by Shareholder and/or the Company pursuant to this Agreement, all documents executed by Shareholder and the Company which are necessary to give effect to this Agreement, and all transactions contemplated hereby have been duly and properly taken or obtained by Shareholder and the Company. No other corporate, limited liability company or other action on the part of Shareholder or the Company is necessary to authorize the execution, delivery and performance of this Agreement, all agreements to be executed and delivered by Shareholder and/or the Company pursuant to this Agreement, all documents necessary to give effect to this Agreement and all transactions contemplated herein. This Agreement and all documents delivered hereunder have been duly and validly executed and delivered by Shareholder and the Company and, assuming due and valid execution by, and enforceability against, Purchaser, this Agreement and all documents delivered hereunder constitute valid and binding obligations of Shareholder and the Company, as applicable, enforceable in accordance with their respective terms subject to (a) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and (b) limitations on the enforcement of equitable remedies.
Authorization; Execution. All corporate and other actions required to be taken by Purchaser to authorize the execution, delivery and performance of this Agreement, all documents executed by Purchaser which are necessary to give effect to this Agreement, and all transactions contemplated hereby, have been duly and properly taken or obtained by Purchaser. No other corporate or other action on the part of Purchaser is necessary to authorize the execution, delivery and performance of this Agreement, all documents necessary to give effect to this Agreement and all transactions contemplated hereby. This Agreement and all documents delivered hereunder have been duly and validly executed and delivered by Purchaser and, assuming due and valid execution by, and enforceability against, the Company and Shareholder, this Agreement and all documents delivered hereunder constitute the valid and binding obligations of Purchaser enforceable in accordance with their respective terms subject to (a) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and (b) limitations on the enforcement of equitable remedies.
Authorization; Execution. The execution, delivery and performance of this RPSA and the performance of its obligations hereunder have been duly authorized by all necessary corporate, partnership, limited liability company or similar action on its part. This RPSA has been duly executed and delivered by it.
Authorization; Execution. The execution, delivery and performance of this RPSA and the performance of GPS’s obligations hereunder have been duly authorized by all necessary corporate, partnership, limited liability company or similar action on its part. This RPSA has been duly executed and delivered by such Alsacia Shareholder.
Authorization; Execution. (a) All corporate and other actions required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement, all documents executed by Buyer which are necessary to give effect to this Agreement, and all transactions contemplated hereby, have been duly and properly taken or obtained by Buyer. No other corporate or other action on the part of Buyer is necessary to authorize the execution, delivery and performance of this Agreement, all documents necessary to give effect to this Agreement and all transactions contemplated hereby. This Agreement and all documents delivered hereunder have been duly and validly executed and delivered by Buyer and, assuming due and valid execution by, and enforceability against, Seller, this Agreement and all documents delivered hereunder constitute the valid and binding obligations of Buyer enforceable in accordance with their respective terms subject to (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and (ii) limitations on the enforcement of equitable remedies.
(b) All corporate and other actions required to be taken by Sun to authorize the execution, delivery and performance of the Sun Guaranty, all documents executed by Sun which are necessary to give effect to the Sun Guaranty, and all transactions contemplated thereby, have been duly and properly taken or obtained by Sun. No other corporate or other action on the part of Sun is necessary to authorize the execution, delivery and performance of the Sun Guaranty, all documents necessary to give effect to the Sun Guaranty and all transactions contemplated thereby. The Sun Guaranty has been duly and validly executed and delivered by Sun and constitutes the valid and binding obligation of Sun enforceable in accordance with its terms subject to (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and (ii) limitations on the enforcement of equitable remedies. Membership Interest Purchase Agreement 17.
