Authorization of Seller. Each of Seller and Summit has full power and authority to enter into this Agreement and the Related Agreements to which it is a party, 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, general conveyances, bills of sale, assignments, and other documents and instruments evidencing the conveyance of the Assets or delivered in accordance with Sections 1.1(b) or 1.3(b) hereunder (the "Closing Documents") and the Related Agreements to which it is a party. Each of Seller and Summit has taken all necessary and appropriate corporate action with respect to the execution and delivery of this Agreement, the Closing Documents, and the Related Agreements to which it is a party. No other corporate or securityholder proceedings or action on the part of Seller or Summit, or their respective securityholders, are necessary to authorize this Agreement and the Related Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Related Agreements have been duly executed and delivered by Seller and Summit. This Agreement and the Related Agreements to which it is a party constitute valid and binding obligations of Seller and Summit, enforceable in accordance with their terms: (i) except as limited by applicable bankruptcy, insolvency, moratorium, reorganization, or other laws affecting creditors' rights and remedies generally, (ii) except as may be required by the Bulk Sales provisions of applicable state law, and (iii) except as the indemnification provisions contained in this Agreement may be limited by principles of public policy. The execution and delivery of this Agreement and the Related Agreements by Seller and Summit do not, and, as of the Closing, the consummation of the transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (any such event, a "Conflict") (i) any provision of the Articles or Certificate of Incorporation or Bylaws of Seller or Summit or (ii) any material mortgage, indenture, lease, contract or other agreement or material instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation ap...
Authorization of Seller. Seller has full corporate power and authority to enter into this Agreement, 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, general conveyances, bills of sale, assignments, and other documents and instruments evidencing the conveyance of the Assets or delivered in accordance with Section 6.1 hereunder (the "Closing Documents"). Seller has taken all necessary and appropriate corporate and stockholder action with respect to the execution and delivery of this Agreement and the Closing Documents. This Agreement constitutes a valid and binding obligation of Seller, enforceable in accordance with its terms except as limited by applicable bankruptcy, insolvency, moratorium, reorganization and other laws affecting creditors' rights and remedies generally.
Authorization of Seller. Seller has all required power and authority and has taken all actions necessary to enter into this Agreement, to sell, assign, contribute and deliver the Assets to Buyer and consummate all other transactions contemplated hereby, and to perform its obligations hereunder. This Agreement and any other agreements, instruments or documents entered into by Seller pursuant to this Agreement have been duly executed and delivered by Seller and constitute the legal, valid and, assuming due execution and delivery by the other parties hereto and thereto, binding obligations of Seller, enforceable in accordance with their terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. The execution, delivery and performance of this Agreement and any other agreement, instrument or document entered into by Seller pursuant to this Agreement have been duly authorized by all necessary action of Seller.
Authorization of Seller. All corporate action necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly and validly taken by Seller.
Authorization of Seller. Seller has full power, authority and legal right and capacity to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.
Authorization of Seller. Seller 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, general conveyances, bills of sale, assignments, and other documents and instruments evidencing the conveyance of the Assets or delivered in accordance with Section 6.2 hereunder (the "Closing Documents"). Seller has taken all necessary and appropriate action with respect to the execution and delivery of this Agreement and the Closing Documents. This Agreement constitutes valid and binding obligations of Seller, enforceable in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization, or other laws affecting creditors' rights and remedies generally; and (ii) general principles of equity.
Authorization of Seller. Subject only to the obtaining of the Sale Approval Order, 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 Seller do not and will not: (i) conflict with or result in a breach of the articles of incorporation or the by-laws of Seller; (ii) violate any statute, law, rule or regulation, or any order, writ, injunction or decree of any court or governmental authority; or (ii) violate or conflict with or constitute a default under any agreement, instrument or writing of any nature to which Seller is a party or by which Seller or its assets or properties may be bound.
Authorization of Seller. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered on behalf of Seller, and at the Closing all documents and instruments required hereunder to be executed and delivered by Seller shall have been duly executed and delivered. This Agreement does, and such documents and instruments shall, constitute legal, valid and binding obligations of Seller enforceable in accordance with their terms; subject, however, to the effect of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect relating to the rights and remedies of creditors, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authorization of Seller. Seller has the requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller have been duly authorized by all necessary corporate action on the part of Seller, including without limitation, to the extent required by applicable Law, any stockholder approval process.
Authorization of Seller. Seller and each Securityholder has full ----------------------- power and authority to enter into this Agreement and the Escrow Agreement, 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 the Escrow Agreement, general conveyances, bills of sale, assignments, and other documents and instruments evidencing the conveyance of the
