Authorization; Execution; Enforceability. The execution, ---------------------------------------- delivery and performance by the Owner Participant of this Agreement and each other Operative Document to which it is a party and of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Owner Participant and do not and will not require the consent or approval of any shareholder of the Owner Participant which has not been obtained. This Agreement and each other Operative Document to which the Owner Participant is a party have been duly authorized, executed and delivered by the Owner Participant and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are legal, valid and binding obligations of the Owner Participant, enforceable against the Owner Participant in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies. Any direction given by the Owner Participant to the Owner Trust pursuant to the Trust Agreement will have been duly authorized.
Authorization; Execution; Enforceability. (a) This Agreement ---------------------------------------- and each other Operative Document to which State Street Bank and Trust Company, in its individual capacity is a party have been, duly authorized, executed and delivered by State Street Bank and Trust Company, in its individual capacity and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are legal, valid and binding obligations of the Indenture Trustee in its individual capacity (to the extent it is a party hereto or thereto in such capacity), enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and the application of general equitable principles may limit the availability of certain remedies. Assuming due authorization, execution and delivery thereof by the Owner Trust, the Secured Note issued on the Closing Date pursuant to the terms of this Agreement and the Indenture on the Closing Date will have been duly authenticated.
Authorization; Execution; Enforceability. (a) This Agreement, ---------------------------------------- the Pass Through Trust Agreement and the Pass Through Trust Supplement have been duly authorized, executed and delivered by State Street Bank and Trust Company, in its individual capacity and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are legal, valid and binding obligations of State Street Bank and Trust Company in its individual capacity (to the extent it is a party hereto or thereto in such capacity), enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies.
Authorization; Execution; Enforceability. (a) This Agreement, ---------------------------------------- the Trust Agreement and each other Operative Document to which the Trust Company is a party have been duly authorized, executed and delivered by the Trust Company and, assuming due authorization, execution and delivery by the other parties hereto and thereto, are legal, valid and binding obligations of the Trust Company enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies.
Authorization; Execution; Enforceability. (a) The execution, ---------------------------------------- delivery and performance of this Participation Agreement and the Pass Through Trust Documents, and each of the transactions contemplated to be performed by State Street Bank and Trust Company or the Pass Through Trustee hereby or thereby, have been duly authorized by State Street Bank and Trust Company, in its individual capacity. Each of this Participation Agreement and the Pass Through Trust Agreement has been duly executed and delivered by State Street Bank and Trust Company, in its individual capacity, and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes, and each Pass Through Trust Supplement will, when executed and delivered by State Street Bank and Trust Company, in its individual capacity and in its capacity as Pass Through Trustee, be duly executed and delivered by State Street Bank and Trust Company, in its individual capacity, and thereupon will, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute a legal, valid and binding obligation of State Street Bank and Trust Company, in its individual capacity (to the extent it is a party hereto or thereto in such capacity), enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies.
Authorization; Execution; Enforceability. Each Loan Party has the power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder and (in the case of the Borrower) to obtain the Credit Extensions made hereunder and to consummate the Transactions, and all such actions have been duly authorized by proper organizational proceedings on the part of the applicable Loan Party. Each Loan Document has been duly and validly executed and delivered by or on behalf of each Loan Party that is a party thereto, and the Loan Documents to which each Loan Party is a party constitute legal, valid and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights and subject to general principles of equity, regardless of whether considered in a proceeding in equity or law, and obligations of good faith and fair dealing.
Authorization; Execution; Enforceability. The execution, delivery and performance by the ESOT of this Agreement are within the ESOT’s powers and have been duly authorized by all necessary actions on the part of the ESOT. This Agreement has been duly executed and delivered by the ESOT and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the ESOT, enforceable against the ESOT in accordance with its terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally, (ii) general principles of equity (whether considered in a proceeding at law or in equity) and (iii) ERISA.
Authorization; Execution; Enforceability. (a) This Agreement and the Pass Through Trust Agreement have been, or on the Closing Date will be, duly authorized, executed and delivered by The Bank of New York, in its individual capacity and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are, or on the Closing Date will be, legal, valid and binding obligations of The Bank of New York, in its individual capacity (to the extent it is a party hereto or thereto in such capacity), enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies.
Authorization; Execution; Enforceability. The execution, delivery and performance by the Lessor of this Lease and each other Operative Document to which it is a party and of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Lessor and do not and will not require the consent or approval of any shareholder of the Lessor. This Lease and each other Operative Document to which the Lessor is a party have been duly authorized, executed and delivered by the Lessor and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are legal, valid and binding obligations of the Lessor, enforceable against the Lessor in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies.
Authorization; Execution; Enforceability. (a) Guarantor has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and to consummate, and cause the Purchaser and Merger Sub to consummate, the Merger and the other transactions expressly contemplated by the Merger Agreement subject to, prior to the consummation of the Merger and the Rights Issue, the Parent Shareholder Approval. The only vote of the holders of outstanding securities of Guarantor required by its Organizational Documents, by Law or otherwise to consummate the Merger or any of the transactions expressly contemplated hereby or by the Merger Agreement is, only with respect to the consummation of the Merger and the Rights Issue, the Parent Shareholder Approval.
