Authorization of Sellers. The execution, delivery and performance by each Seller of this Agreement and the consummation by each Seller of the transactions contemplated hereby are within each Seller’s powers and have been duly authorized by all necessary action on the part of such Seller. This Agreement constitutes a valid and binding agreement of each Seller, enforceable against each Seller in accordance with its terms.
Authorization of Sellers. (a) Subject to the approvals referred to in Section 4.2 (b), the execution and performance by Sellers of this Agreement are within Sellers’ corporate powers, do not violate the articles of association or by-laws of Sellers or any of the Companies and have been duly authorized by all necessary corporate action on the part of Sellers.
Authorization of Sellers. (a) Each of the Sellers and Nextera has the full legal right, power and all authority to enter into, execute and deliver this Agreement, to perform fully its obligations hereunder and to consummate the transactions contemplated hereby. Except for Nextera Stockholder Approval, all necessary and appropriate corporate action has been taken by Sellers and Nextera with respect to the execution and delivery of this Agreement and the performance of their respective obligations hereunder and no other proceedings on the part of any of Sellers or Nextera is necessary to approve the Agreement or the other Transaction Documents and the transactions contemplated hereby and thereby.
Authorization of Sellers. 5.1.1 As applicable, Seller 1 is duly organized, validly existing and in good standing in the jurisdiction of its organization and where it does business and Seller 2 is of the age of majority. Both Sellers have no legal incapacity, have had experienced counsel of their choice provide them with legal advice with respect to this Agreement, have read and understand the terms and conditions of this Agreement, and have the full legal right and power under the Law of its or her place of organization or residence (as applicable) to enter into a legally binding contract. The execution and performance by Sellers of this Agreement are within each Seller’s legal powers. The execution, delivery and performance by the Sellers of this Agreement, and the consummation by them of the Transactions, have been duly authorized, and no other partnership or other action on the part of the Sellers is necessary to authorize the execution, delivery and performance by them of this Agreement and the consummation by them of the Transactions described herein. Sellers are fully authorized to execute this Agreement and any agreement and release contemplated hereby to which Sellers are a party (a “Closing Agreement”) and to perform their obligations hereunder and thereunder and to consummate the Transaction and all other transactions contemplated hereby and thereby. This Agreement has been duly executed by Sellers and Sellers shall duly execute and deliver each Closing Agreement. Assuming due authorization and execution by Purchaser, this Agreement constitutes, and each Closing Agreement shall constitute, a valid and binding agreement of each of the Sellers, enforceable against each of them in accordance with its terms herein.
Authorization of Sellers. All corporate approvals necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly taken by Sellers.
Authorization of Sellers. This Agreement has been duly executed and delivered by each Seller and constitutes the valid and binding obligation of such Seller, enforceable in accordance with its terms, except (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, (ii) the remedy of specific performance and injunctive relief are subject to certain equitable defenses and to the discretion of the court before which any proceedings may be brought and (iii) rights to indemnification may be limited under applicable securities laws.
Authorization of Sellers. Subject to the entry of the Sale Order, each Seller has all requisite power and authority to execute and deliver this Agreement and each of the Ancillary Documents to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the Transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Documents to which a Seller is a party, the performance by a Seller of its obligations hereunder and thereunder and the consummation of the Transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of each Seller. This Agreement has been, and at or prior to the Closing, each of the Ancillary Documents to which a Seller is a party will be, duly and validly executed and delivered by each Seller. Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Documents by Purchaser and subject to the entry of the Sale Order, this Agreement constitutes, and each Ancillary Document to which a Seller is a party when so executed and delivered will constitute, legal, valid and binding obligations of Sellers, enforceable against Sellers in accordance with their terms.
Authorization of Sellers. Subject to the Sellers’ obtaining the 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 Sellers: (A) do not and will not: (i) conflict with or result in a breach of the articles of incorporation or the by-laws of any 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 any Seller is a party or by which any Seller or any of its assets or properties may be bound and (B) (i) have been, in the cases of the Non-Debtor Sellers, duly and validly authorized and approved by all necessary corporate or limited liability company action, as applicable, of each Non-Debtor Seller and (ii) is valid and binding on each Seller, and is enforceable against such Seller in accordance with the terms hereof.
Authorization of Sellers. Except as otherwise provided in this Section 3.2, each of Sellers has all necessary corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which such Seller is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. With the exception of the approval of the Boards of Directors of Viad and VSCL (it being acknowledged that execution of this Agreement in no way obligates either Board of Directors), each of Sellers has taken all corporate action necessary on its part to authorize the execution, delivery and performance of this Agreement or any such Ancillary Agreement and the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Agreement to which either of Sellers is a party will be, duly executed and delivered by Sellers and constitutes (or will constitute when duly executed and delivered) a legal, valid and binding obligation of Sellers, enforceable against Sellers, except as the enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar Laws in effect which affect the enforcement of creditors' rights generally or (b) general principles of equity, whether considered in a proceeding at law or in equity.
Authorization of Sellers. 4.1.1. The execution, delivery and performance by each of the Sellers of this Agreement and the other documents contemplated hereby (the “Transaction Documents”) to which any Seller is or will become party and the consummation of each of the transactions contemplated hereby (the “Contemplated Transactions”):
