Authorization of the Escrow Agreement. The Escrow Agreement (as defined below) has been duly authorized by the Issuers and, if required pursuant to Section 2(b) hereof, at the Closing Date, will have been duly executed and delivered by the Issuers and will constitute a valid and binding agreement of the Issuers, enforceable against the Issuers in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. Any certificate signed by an officer of the Issuers and delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by such Issuer to each Initial Purchaser as to the matters set forth therein.
Authorization of the Escrow Agreement. The Escrow Agreement has been duly authorized by the Escrow Issuer and, on the Closing Date, if the Closing Date occurs prior to the Merger Date, will have been duly executed and delivered by the Escrow Issuer, and, assuming due authorization, execution and delivery by the other parties thereto, will constitute a valid and legally binding agreement of, the Escrow Issuer, enforceable against the Escrow Issuer in accordance with its terms, subject to the Enforceability Exceptions. If executed and delivered in accordance with the terms of this Agreement on the Closing Date, the provisions of the Escrow Agreement will be effective to create a valid and enforceable security interest in favor of the Trustee for the benefit of the Trustee and the holders of the Notes in the right, title and interest of the Escrow Issuer in the Escrow Account. If the Closing Date occurs prior to the Merger Date, upon execution of the Escrow Agreement, the establishment of the Escrow Account, the issuance of the Securities and the deposit of the Escrow Funds in the Escrow Account by the Escrow Issuer, the first priority lien on and security interest in the Escrow Account and the Escrow Funds, granted in favor of the Trustee for the benefit of the holders of the Securities pursuant to the Escrow Agreement, will constitute a perfected security interest in the Escrow Account and the Escrow Funds, which will not be subject to any other lien, charge or encumbrance.
Authorization of the Escrow Agreement. The Escrow Agreement has been duly authorized by each of the Issuers and IWL and, at the Closing Time, will have been duly executed and delivered by each of the Issuers and IWL and will constitute a valid and binding agreement of each of the Issuers and IWL, enforceable against each of them in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally, or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
Authorization of the Escrow Agreement. The Escrow Agreement has been duly authorized by the Company and, on the Closing Date, the Escrow Agreement will have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the Escrow Agent and the Trustee, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. When executed and delivered to the Escrow Agent and the Trustee on the Closing Date, the Escrow Agreement will grant and create a valid and enforceable perfected first-priority security interest in the Escrowed Property in favor of the Trustee to secure the obligations under the Securities.
Authorization of the Escrow Agreement. The Escrow Agreement has been duly authorized by the Partnership and, at the Closing Date, will have been duly executed and delivered by the Partnership and, assuming due authorization and execution by the Trustee and the other parties thereto, will constitute a valid and binding agreement of the Partnership, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
Authorization of the Escrow Agreement. The Escrow Agreement has been duly authorized by the Company and, when executed and delivered by the Company, the Escrow Agent and the Trustee, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy and insolvency (including, without limitation, all laws relating to fraudulent transfers).
Authorization of the Escrow Agreement. The Escrow Agreement has been duly and validly authorized by the Issuer and, when executed and delivered by the Issuer (assuming the due authorization, execution and delivery by the other parties thereto), will constitute a legal, valid and legally binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms, subject to subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law).
