Authorization of the Seller. (a) The Purchaser hereby authorizes the Seller (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the sale of the Purchased Items to the Purchaser, in the determination of the Seller, to collect all amounts due under any and all Purchased Items, including, without limitation, endorsing any of their names on checks and other instruments representing Income, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Purchased Items and, after the delinquency of any Purchased Item and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Seller could have done if it had continued to own such Purchased Items. The Purchaser shall furnish the Seller (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Seller to carry out its servicing and administrative duties hereunder and shall cooperate with the Seller to the fullest extent in order to ensure the collectibility of the Purchased Items. In no event shall the Seller be entitled to make the Purchaser a party to any litigation without the Purchaser's express prior written consent.
Authorization of the Seller. The Seller is an individual who has full power and authority to execute and deliver this Agreement and all agreements and instruments to be executed and delivered by such Party pursuant to this Agreement (collectively, the "Ancillary Agreements") and to perform his obligations hereunder and thereunder. This Agreement and the Ancillary Agreements constitute the valid and legally binding obligation of the Seller, enforceable in accordance with their respective terms and conditions.
Authorization of the Seller. Seller has full corporate power --------------------------- and authority to enter into this Agreement and those 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 Section 6.2 hereunder (the "Closing Documents") and the Related Agreements to which it is a party. Seller has taken all necessary and appropriate company action with respect to the execution and delivery of this Agreement, the Closing Documents, and the Related Agreements to which it is a party. This Agreement, the Closing Documents and the Related Agreements to which the Seller is a party (to the extent to which it is a party) constitute valid and binding obligations of the Seller enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, moratorium, reorganization, or other laws affecting creditors' rights and remedies generally.
Authorization of the Seller. (a) The Purchaser hereby authorizes the Seller (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the sale of the Purchased Items to the Purchaser or its designee to collect all amounts due under any and all Purchased Items, including, without limitation, endorsing any checks and other instruments representing Income, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Purchased Items and, after the delinquency of any Purchased Item and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Seller could have done if it had continued to own such Purchased Items. The Deal Agent as agent for the Secured Parties shall furnish the Seller (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Seller to carry out its servicing and administrative duties hereunder and shall cooperate with the Seller to the fullest extent in order to ensure the collectability of the Purchased Items. In no event shall the Seller be entitled to make the Deal Agent, the Purchaser or any Secured Party a party to any litigation without such Person’s express prior written consent.
Authorization of the Seller. Subject to the approval and entry of the Sale Approval Order, the Seller has all necessary right, power, capacity and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Seller, and no other corporate proceedings on the part of Seller are necessary to authorize the execution, delivery and performance of the Agreement and consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and, subject to the approval and entry of the Sale Approval Order, is a valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms.
Authorization of the Seller. The Seller has full 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 Seller and the consummation by the Seller of the transactions contemplated hereby have been duly authorized and no other action on the part of the Seller is necessary to authorize the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and constitutes the valid and binding obligation of the Seller, enforceable in accordance with its terms, except that (i) enforcement may be subject to (A) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, and (B) proper shareholder and regulatory consent and (ii) the remedies 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.
Authorization of the Seller. The execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated hereby are within the Seller’s powers and have been duly authorized by all necessary action on the part of the Seller. Assuming the due authorization, execution and delivery of this Agreement by each Party, this Agreement constitutes a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the enforcement of rights of creditors generally and by general equitable principles.
Authorization of the Seller. The Seller has all necessary rights, powers, authority and capacity to execute and deliver this Agreement and, subject to the approval of this Agreement by the requisite vote of the Members, to sell and transfer the Shares and otherwise perform Seller's obligations hereunder. All action necessary to execute and deliver this Agreement and all documents related thereto or under the Contemplated Transactions necessary to consummate the Contemplated Transactions by the Seller has been taken by the Manager (as defined in Section 4.7 below) and subject to the approval of this Agreement by the requisite vote of the Members, the Members. The Seller has complied with all provisions of its operating agreement applicable to the Contemplated Transactions or necessary for the consummation thereof, other than the approval of the requisite vote of its members. This Agreement has been duly executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms.
Authorization of the Seller. 1.1 On the date hereof and on the Closing Date, subject to the approvals referred to in the Agreement, the execution and performance by the Seller of the Agreement are within the Seller’s corporate powers, do not violate the articles of association of the Seller and will be, prior to the Closing Date, duly authorized by all necessary corporate action on the part of the Seller.
