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 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. 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 each 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. 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. 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 Loan Party with respect to the Loan Agreement Documents, including, but not limited to, claims relating to Loan Agreement Document Undertakings and Loan Agreement Document Indemnities, (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 Loan Agreement Documents and (B) give any consent, grant any waiver with respect to, or otherwise modify any Loan 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 the Loan Parties any and all payments, proceeds, monies, damages and awards arising from the Loan Agreement Document Undertakings and the Loan Agreement Document Indemnities and to effectuate any documents of assignment or transfer necessary to register the Loan Agreement Documents in the Purchaser’s name; provided that Purchaser shall not enforce such assignment against the Loan Parties unless an Event of Default has occurred and is continuing.
Authorization of Purchaser. Purchaser has full corporate 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 each other Closing Document to which it is a party. 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 each other Closing Document to which it is a party, the performance of its obligations hereunder and thereunder, and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Purchaser and constitutes, and each other Closing Document will upon execution and delivery thereof constitute, the legal, 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. The execution, delivery and performance of this Agreement by Purchaser have been duly and validly authorized. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated, and the performance of, fulfillment of and compliance with the terms and conditions hereof by Purchaser do not and will not: (i) conflict with or result in a breach of the articles of incorporation or by-laws of Purchaser; (ii) violate any statute, law, rule or regulation or any order, writ, injunction or decree of any court or governmental authority; or (iii) violate or conflict with or constitute a default under any agreement, instrument or writing of any nature to which Purchaser is a party or by which Purchaser or its assets or properties may be bound.
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. The Purchaser has full corporate power, capacity and authority to execute this Agreement and all other agreements and documents contemplated hereby. The execution and delivery of this Agreement and such other agreements and documents by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized and no other corporate action on the part of the Purchaser is necessary to authorize the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Purchaser and constitutes the valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except that (i) enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, and (ii) the remedies of specific performance and injunctive relief arc subject to certain equitable defenses and to the discretion of the court before which any proceedings may be brought.
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.
