Common use of Authorization of Transaction by Seller Clause in Contracts

Authorization of Transaction by Seller. Seller has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements and, subject to the Requisite Shareholder Approval, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Seller other than the Requisite Shareholder Approval, and no other corporate proceedings on the part of Seller are necessary to authorize the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller and, assuming due authorization, execution and delivery by Buyer, constitutes, and each Ancillary Agreement, when executed and delivered by Seller or the applicable Seller Entity (assuming due authorization and delivery by Buyer) shall constitute, a valid and binding obligation of Seller or the applicable Seller Entity, enforceable against Seller or the applicable Seller Entity in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at law).

Authorization of Transaction by Seller. Seller has all requisite corporate limited liability company power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements andAgreements, subject to the Requisite Shareholder Approval, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Seller other than the Requisite Shareholder ApprovalSeller, and no other corporate limited liability company proceedings on the part of Seller are necessary to authorize the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements or to consummate the transactions contemplated hereby and or thereby. This Agreement has been duly executed and delivered by Seller and, assuming due authorization, execution and delivery by Buyer, constitutes, and each Ancillary Agreement, when executed and delivered by Seller or the applicable Seller Entity (assuming due authorization authorization, execution and delivery by Buyerthe other parties thereto) shall constitute, a valid and binding obligation of Seller or the applicable Seller EntitySeller, enforceable against Seller or the applicable Seller Entity in accordance with its terms, except as that such enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference moratorium or other similar Laws of general applicability now or hereafter in effect relating to or affecting the rights and remedies of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought considered in equity a proceeding at law or at lawin equity).

Authorization of Transaction by Seller. Seller has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements andAgreements, subject to the Requisite Shareholder Approval, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements Agreements, and the consummation by Seller of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part of Seller other than the Requisite Shareholder Approval, and no other corporate proceedings on the part of Seller are necessary to authorize the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements Agreements, or to consummate the transactions contemplated hereby or thereby. The execution, delivery and performance by CTI of this Agreement and the Ancillary Agreements, and the consummation by CTI of the transactions contemplated hereby and thereby, do not require any approval by the stockholders or holders of any other Equity Interests of CTI. This Agreement has been duly executed and delivered by Seller and, assuming due authorization, execution and delivery by ViaWest and Buyer, constitutes, and each Ancillary Agreement, when executed and delivered by Seller or the applicable Seller Entity (assuming due authorization authorization, execution and delivery by Buyerthe other parties thereto) shall constitute, a valid and binding obligation of Seller or the applicable Seller EntitySeller, enforceable against Seller or the applicable Seller Entity in accordance with its terms, except as that such enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference moratorium or other similar Laws of general applicability now or hereafter in effect relating to or affecting the rights and remedies of creditors generally and subject to general principles of equity (regardless whether considered in a proceeding at law or in equity) and the discretion of whether enforcement is sought in equity or at law)the court before which any proceeding therefor may be brought.

Authorization of Transaction by Seller. Seller has all requisite corporate limited liability company power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements andas applicable, subject to the Requisite Shareholder Approval, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements Agreements, as applicable, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate limited liability company action on the part of Seller other than the Requisite Shareholder ApprovalSeller, and no other corporate proceedings on the part of Seller are necessary to authorize the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements Agreements, as applicable, or to consummate the transactions contemplated hereby and or thereby. This Agreement has been duly executed and delivered by Seller and, assuming due authorization, execution and delivery by Buyerthe other parties hereto, constitutes, and each Ancillary Agreement, when executed and delivered by Seller or the applicable Seller Entity (assuming due authorization authorization, execution and delivery by Buyerthe other parties thereto) shall constitute, a valid and binding obligation of Seller or the applicable Seller EntitySeller, enforceable against Seller or the applicable Seller Entity in accordance with its terms, terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at law)).

Authorization of Transaction by Seller. Each of Seller and Seller’s Parent has all the requisite corporate limited liability company power and authority to execute, deliver and perform its respective obligations under this Agreement and the Ancillary Agreements andAgreements, subject to the Requisite Shareholder Approval, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of Seller and Seller’s Parent of this Agreement and the Ancillary Agreements Agreements, and the consummation by each of Seller and Seller’s Parent of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate limited liability company action on the part of Seller other than the Requisite Shareholder Approval, and Seller’s Parent and no other corporate limited liability company proceedings on the part of Seller or Seller’s Parent are necessary to authorize the execution, delivery and performance by Seller and Seller’s Parent of this Agreement and the Ancillary Agreements Agreements, or to consummate the transactions contemplated hereby and or thereby. This Agreement has been duly executed and delivered by each of Seller and Seller’s Parent and, assuming due authorization, execution and delivery by each of Buyer and the Buyer’s Parents, constitutes, and each Ancillary Agreement, when executed and delivered by Seller or the applicable Seller Entity and Seller’s Parent (assuming due authorization authorization, execution and delivery by Buyerthe other parties thereto) shall constitute, a valid and binding obligation of each of Seller or the applicable Seller Entityand Seller’s Parent, enforceable against Seller or the applicable Seller Entity and Seller’s Parent in accordance with its terms, except in each case as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference moratorium or other similar Laws affecting or limiting the enforcement of general applicability relating to or affecting the creditors’ rights of creditors generally and except as such enforceability is subject to general principles of equity (regardless of whether enforcement is sought considered in equity a proceeding at law or at lawin equity).