Authorization; Execution and Validity. Each of the Transaction Documents, when executed and delivered by Purchaser, will be duly authorized, executed and delivered, and will constitute a valid, legal and binding obligation of Purchaser, enforceable against Purchaser in accordance with the terms of such Transaction Document, subject to any Law Affecting Creditors' Rights.
Authorization; Execution and Validity. The execution, delivery and performance by Seller of this Agreement and each of the other agreements, documents and certificates to be delivered at the Closing (the "Operative Documents") by Seller and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action. This Agreement and such Operative Documents have been or will be duly and validly executed and delivered by Seller, constitute or will constitute a valid and binding obligation of Seller and are or will be enforceable against Seller in accordance with its respective terms.
Authorization; Execution and Validity. The Company has all necessary corporate power and authority to (a) execute and deliver this Agreement and the agreements, instruments, certificates and documents to be executed and delivered by it as contemplated hereby, including the Voting Agreement (the “Company Ancillary Agreements”) and (b) subject to the adoption of this Agreement by Company Stockholders holding at least a majority of the outstanding shares of Common Stock, Series B Preferred Stock (voting on an as-converted basis) and Series C Preferred Stock (voting on an as-converted basis), voting together as a single class (the “Company Requisite Vote”), perform its obligations under this Agreement and the Company Ancillary Agreements and consummate the transactions contemplated hereby and thereby. Immediately following execution of this Agreement, (1) Holders of (A) a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class and (B) a majority of the outstanding shares of Series B Preferred Stock and Series C Preferred Stock voting together as a single class will approve this Agreement and the Merger and the other transactions contemplated by this Agreement by written consent duly adopted by such holders as contemplated by Section 7 of the Certificate of Designations of the Series B Preferred Stock of the Company and Section 7 of the Certificate of Designation of the Series C Preferred Stock of the Company (the “Preferred Stock Written Consent”) and deliver such executed consent to the Company and (2) the Company shall deliver a copy of the Preferred Stock Written Consent to Parent together with a certificate acknowledging that such consent has become effective. Following its delivery to the Company as contemplated in the immediately prior sentence, the Preferred Stock Written Consent will remain in full force and effect. The execution and delivery by the Company of this Agreement and Company Ancillary Agreements, and, subject to the adoption of this Agreement by the Company Requisite Vote, the performance by the Company of this Agreement and the Company Ancillary Agreements and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company and no other action on the part of the Company or Company Stockholders is necessary to authorize this Agreement or the Company Ancillary Agreements and the transactions contemplated hereby or thereby. Upon t...
Authorization; Execution and Validity. Servicer has duly authorized, executed and delivered this Sold SUBI Servicing Supplement and the Servicing Agreement and (assuming the due authorization, execution and delivery by each other party thereto) this Sold SUBI Servicing Supplement and the Servicing Agreement constitute the legal, valid and binding obligations of Servicer, enforceable against Servicer in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors', mortgagees' or lessors' rights in general and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authorization; Execution and Validity. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the purchase of the Shares have been duly authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by Buyer, constitutes its valid and binding obligation and is enforceable against Buyer in accordance with its terms.
Authorization; Execution and Validity. Such Holder has all requisite limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement, perform its obligations hereunder and consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Holder, the performance by such Holder of its obligations hereunder and the consummation by such Holder of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary limited partnership or limited liability company action, as applicable, on the part of such Holder. This Agreement has been duly and validly executed and delivered by such Holder and constitutes a valid and binding obligation of such Holder, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.
Authorization; Execution and Validity. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby to be consummated by it have been duly authorized by all necessary company action. This Agreement has been duly and validly executed and delivered by Buyer, constitutes a valid and binding obligation of Buyer and is enforceable against Buyer in accordance with its terms, except to the extent that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and (ii) general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law.
Authorization; Execution and Validity. The Company has all requisite limited liability company power and authority to execute and deliver this Agreement and perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder have been duly and validly authorized by all necessary limited liability company action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and (to the extent it relates to actions to be taken or covenants to be performed prior to or at Closing) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.
Authorization; Execution and Validity. The Company has all requisite limited liability company power and authority to execute and deliver this Agreement and perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder have been duly and validly authorized by all necessary limited liability company action on the part of the Company, subject to the filing of the Certificate of Merger as required by the Act. This Agreement has been duly and validly executed and delivered by the Company and (to the extent it relates to actions to be taken or covenants to be performed prior to or at Closing) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.
Authorization; Execution and Validity. The Buyer has all requisite corporate power and authority to execute and deliver this Agreement and each of the Transaction Documents to which it is a party to perform its obligations hereunder and thereunder, and to complete the transactions contemplated hereby and thereby. The execution, delivery and performance by the Buyer of each Transaction Document to which it is a party have been duly authorized by all necessary corporate (or comparable) action on the part of the Buyer, and no other corporate (or comparable) action on the part of the Buyer is necessary with respect thereto. Each Transaction Document to which the Buyer is a party (i) has been duly executed and delivered by the Buyer, and (ii) constitutes a legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms.
