Authorization of Agreement and Enforceability. Purchaser has taken all necessary corporate action to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which Purchaser is a party, the performance by it of all terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby. This Agreement constitutes, and the Ancillary Agreements, upon Purchaser's execution and delivery thereof, will constitute, the legal, valid and binding obligations of Purchaser, enforceable in accordance with their terms except to the extent that enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws presently or hereafter in effect relating to or affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
Authorization of Agreement and Enforceability. Buyer has taken all necessary corporate action to authorize the execution and delivery of this Agreement and the Ancillary Agreements, the performance by it of all terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby. This Agreement constitutes, and the Ancillary Agreements will constitute, legal, valid and binding obligations of Buyer, enforceable against it in accordance with their terms.
Authorization of Agreement and Enforceability. Seller has taken all necessary corporate action to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party, the performance by it of all terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby, including, without limitation, obtaining such shareholder's consents as is required under the Pennsylvania Business Corporation Law. This Agreement constitutes, and the Ancillary Agreements to which Seller is party, upon Seller's execution and delivery thereof, will constitute the legal, valid and binding obligations of Seller, enforceable in accordance with their terms except to the extent that enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws presently or hereafter in effect relating to or affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
Authorization of Agreement and Enforceability. This Agreement has been duly and validly authorized, executed, and delivered on behalf of the Company and constitutes a valid and binding obligation of the Company, fully enforceable in accordance with its terms.
Authorization of Agreement and Enforceability. Purchaser has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly authorized, executed and delivered by Purchaser and (assuming the valid execution and delivery of the Agreement by Seller and OTC) constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.
Authorization of Agreement and Enforceability. This Agreement and the Ancillary Documents have been (or will be prior to Closing) duly and validly authorized, executed and delivered by Buyer and constitute the legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their terms, except to the extent that such enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws presently or hereinafter in effect.
Authorization of Agreement and Enforceability. The execution and delivery of this Agreement and the Ancillary Documents by Seller have been duly authorized by all necessary corporate action, and Seller has full legal power and authority to enter into this Agreement and the Ancillary Documents and to carry out the transaction of the purchase and sale provided for herein.
Authorization of Agreement and Enforceability. The Shareholders and Seller have the full capacity, power and authority to enter into this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and hereof. This Agreement and the Ancillary Agreements have been duly authorized, executed and delivered by the Shareholders and Seller and are legal, valid and binding obligations of the Shareholders and Seller, enforceable against each of them in accordance with their terms. No notices to, declaration, filing or registration with, approvals or consents of, or assignments by, any Persons (including Governmental Authorities) are necessary to be made or obtained by the Shareholders or Seller in connection with the execution, delivery or performance by the Shareholders or Seller of this Agreement or the Ancillary Agreements provided the Permits are not transferred from the Seller. This Agreement constitutes, and the Ancillary Agreements when executed will constitute, legal, valid and binding obligations of Seller and the Shareholders, enforceable against them in accordance with their terms.
Authorization of Agreement and Enforceability. Seller has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly authorized, executed and delivered by Seller, OTC and (assuming the valid execution and delivery of the Agreement by Purchaser) constitutes a legal, valid and binding obligation of Seller and OTC, enforceable against Seller and OTC in accordance with its terms.
Authorization of Agreement and Enforceability. The Company and MAG has the power, authority and legal capacity to enter into this Agreement and the Ancillary Agreements to which each is a party and to perform all of their respective obligations hereunder and thereunder. The Company and MAG have taken all necessary action to authorize the execution and delivery of this Agreement and the Ancillary Agreements, the performance by them of all terms and conditions to be performed by them, and the consummation of the transactions contemplated hereby and thereby. This Agreement constitutes, and the Ancillary Agreements to which the Company and MAG are to become a party at the Closing, when executed and delivered by the Company and MAG, shall constitute at the Closing, legal, valid and binding obligations of the Company and MAG, enforceable against them in accordance with their terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws affecting rights and remedies of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or equity).
