Authorization of Purchaser a. Status Purchaser is a limited liability company, duly incorporated and validly existing under the Laws of the Federal Republic of Germany. The Purchaser has all corporate powers required to carry on its business as currently conducted.
Authorization of Purchaser. Purchaser has the requisite legal capacity to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party have been duly authorized by all necessary action on the part of Purchaser.
Authorization of Purchaser. The Purchaser has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Purchaser and, assuming the due execution of this Agreement by Seller, will constitute a valid and binding obligation of the Purchaser enforceable against such Purchaser in accordance with its terms, except to the extent that enforceability may be subject to applicable bankruptcy, insolvency, reorganization, and similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles.
Authorization of Purchaser. Assignor hereby irrevocably authorizes and empowers Purchaser or its agent, in Purchaser’s sole discretion, at any time that an Event of Default has occurred and is continuing under the Purchase Agreement, to (i) assert on behalf of Assignor, in Assignor’s or its own name, any claims Assignor may have from time to time against any Seller with respect to the Merger Agreement Documents, including, but not limited to, claims relating to Merger Agreement Document Undertakings, (ii) receive and collect any and all damages, awards and other monies resulting therefrom, (iii) apply any of the amounts described in clause (ii) preceding to the payment of the Obligations in accordance with the Purchase Agreement and (iv) on behalf of Assignor, in Assignor’s or its own name, (A) assert any rights of Assignor under the Merger Agreement Documents and (B) give any consent under, grant any waiver with respect to, or otherwise modify any Merger Agreement Document, or to revoke any such consent, waiver or modification previously given. Assignor hereby appoints Purchaser (and all officers, employees or agents designated by Purchaser), as its true and lawful attorney (and agent-in-fact) for the purpose of enabling Purchaser or its agent from and after the occurrence and during the continuance of an Event of Default, to assert and collect such claims and to apply such monies in the manner set forth herein, which appointment, being coupled with an interest, is irrevocable. Regardless of the existence of an Event of Default, Assignor hereby irrevocably assigns to Purchaser the immediate right to receive directly from FuboTV any and all payments, proceeds, monies, damages and awards arising from the Merger Agreement Document Undertakings and to effectuate any documents or assignment or transfer necessary to register the Merger Agreement Documents in the Purchaser’s name; provided that Purchaser shall not enforce such assignment against FuboTV unless an Event of Default has occurred and is continuing.
Authorization of Purchaser. Purchaser has full power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby, including, without limitation, the execution and delivery of this Agreement and the other documents and instruments evidencing the conveyance of the Assets or delivered in accordance with Section 6.3 hereunder ("Purchaser Closing Documents"). Purchaser has taken all necessary and appropriate action with respect to the execution and delivery of this Agreement and the Purchaser Closing Documents. This Agreement constitutes valid and binding obligations of Purchaser, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, moratorium, reorganization, or other laws affecting creditors' rights and remedies generally and general principles of equity.
Authorization of Purchaser. The Purchaser has all necessary power, authority and capacity to enter into this Agreement and to carry out the Purchaser's obligations under this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms.
Authorization of Purchaser. 5.1.1 Organization and Qualification. Purchaser is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Purchaser has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, including the consummation of the transactions contemplated hereby.
Authorization of Purchaser. Purchaser has full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including, without limitation, the execution and delivery of this Agreement. Purchaser has taken all necessary and appropriate corporate action, including obtaining all necessary board consents, with respect to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement constitutes the valid and binding obligation of Purchaser enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights and remedies of creditors and subject to general principles of equity.
Authorization of Purchaser. Purchaser has all the necessary corporate power, capacity and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated on the part of Purchaser hereby. This Agreement and the performance by Purchaser of its obligations hereunder have been duly authorized by all necessary action of Purchaser. This Agreement and the Transaction Documents have been (or upon execution will have been) duly executed and delivered by Purchaser and upon execution and delivery by Purchaser will constitute a legal valid and binding agreement and obligation of Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by the Bankruptcy Exception. No further action is required to be taken by Purchaser, nor is it necessary for Purchaser to obtain any action, approval or consent by or from any governmental authority, or third party, to enable it to enter into or perform its obligations under this Agreement, (except that the execution of the Release Agreement, Engagement Letter and Indemnification Agreement require certain third parties to agree to the terms thereof and to execute the respective documents). The signatories executing this Agreement and the Transaction Documents on behalf of Purchaser have all requisite power and authority to execute and deliver such documents.
Authorization of Purchaser. Purchaser has all requisite power and authority (corporate and other) to enter into this Agreement and all of the other contracts, documents and instruments contemplated hereby, and to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, including, without limitation, the execution and delivery of this Agreement and all of the other contracts, documents and instruments contemplated hereby. All necessary and appropriate action has been taken by Purchaser with respect to the execution and delivery of this Agreement and such other contracts, documents and instruments, and this Agreement and such other contracts, documents and instruments, constitute a valid and binding obligation of Purchaser, enforceable against it in accordance with their terms.
