Authorization; Valid and Binding. (A) HCP has the full right, authority and power to enter into this Agreement, and at Closing each of HCP and its Affiliates will have the full right, authority and power, to consummate the Transactions contemplated hereby and to perform its respective obligations hereunder and, when executed and delivered, under the Closing Documents to which HCP and such Affiliates are a party from and after the Closing Date, and each of the individuals executing this Agreement on behalf of HCP is, and each of the individuals executing the Closing Documents on behalf of HCP and its Affiliates at Closing will be, authorized to do so.
(B) This Agreement constitutes, and each of the Closing Documents will constitute, a valid and legally binding obligation of each of HCP and its Affiliate party to the applicable Closing Document, enforceable against such Person in accordance with its terms, except with respect to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or to general principles of equity.
Authorization; Valid and Binding. (A) Brookdale has the full right, authority and power to enter into this Agreement, and at Closing each of Brookdale and its Affiliates will have the full right, authority and power, to consummate the Transactions contemplated hereby and to perform its respective obligations hereunder and, when executed and delivered, under the Closing Documents to which Brookdale and such Affiliates are a party from and after the Closing Date and each of the individuals executing this Agreement on behalf of any of Brookdale and/or its Affiliates is authorized to do so.
(B) This Agreement constitutes, and each of the Closing Documents will constitute, a valid and legally binding obligation of each of Brookdale and its Affiliate party to the Applicable Closing Document, enforceable against such Person in accordance with its terms, except with respect to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or to general principles of equity.
Authorization; Valid and Binding. Brookdale has the full right, authority and power to enter into this Agreement and, at the [Closing] (as defined in the PSA), Brookdale and/or its affiliates party to the BKD Closing Documents will have the full right, authority and power to consummate the Transactions and to perform their respective obligations hereunder and, when executed and delivered, under the BKD Closing Documents, and each of the individuals executing this Agreement on behalf of Brookdale is authorized to do so. This Agreement constitutes, and each of the BKD Closing Documents will constitute, a valid and legally binding obligation of each of Brookdale and its affiliates party to such agreement, enforceable against such Person in accordance with its terms, except with respect to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or to general principles of equity. For purposes of this Agreement, “Person” means any individual, sole proprietorship, joint venture, corporation, partnership, limited liability company, governmental authority or other entity of any nature.
Authorization; Valid and Binding. Each Obligor has full power and authority and is duly authorized and empowered to enter into, execute, deliver and perform this Agreement and the Other Agreements to which it is a party, and its officers executing and delivering this Agreement and the Other Agreements are duly authorized and empowered to do so; and each of this Agreement and the Other Agreements upon delivery to the Bank, will be valid and binding obligation of such Obligor enforceable in accordance with its respective terms; provided, however, such enforceability may be (i) limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally (except that the Bank Debt and Liens in favor of the Bank described or set forth in or created by this Agreement and the Other Agreements are not void ab initio or voidable), and (ii) subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
Authorization; Valid and Binding. This Agreement has been duly and validly authorized, executed and delivered on behalf of Xxxxxxx Financial and is the valid and binding obligation of Xxxxxxx Financial, enforceable against Xxxxxxx Financial according to its terms, except as may be limited by: (i) applicable bankruptcy, insolvency, reorganization or other similar laws of general application relating to or affecting the enforcement of creditor rights, (ii) laws and judicial decisions regarding indemnification for violations of securities laws, and (iii) the availability of specific performance or other equitable remedies.
Authorization; Valid and Binding. Agreements
Authorization; Valid and Binding. The Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement and to purchase the Shares in accordance with the terms hereof. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Purchaser and is the valid and binding obligation of the Purchaser, enforceable against Purchaser according to its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other similar laws of general application relating to or affecting the enforcement of creditor rights, (ii) laws and judicial decisions regarding indemnification for violations of securities laws, and (iii) the availability of specific performance or other equitable remedies.
Authorization; Valid and Binding. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Company and is the valid and binding obligation of the Company, enforceable against the Company according to its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other similar laws of general application relating to or affecting the enforcement of creditor rights, (ii) laws and judicial decisions regarding indemnification for violations of securities laws, and (iii) the availability of specific performance or other equitable remedies.
Authorization; Valid and Binding. The execution, delivery and performance by US Airways of the Aircraft Transaction Agreements to which US Airways is or will be a party and the consummation by US Airways of the transactions contemplated thereby are within the corporate powers of US Airways and have been duly authorized by all necessary corporate and, if required, stockholder action of US Airways. This Agreement has been duly authorized, executed and delivered by US Airways and constitutes the legal, valid and binding obligation of US Airways, enforceable in accordance with its terms.
Authorization; Valid and Binding. The execution, delivery and performance by Republic of the Aircraft Transaction Agreements to which Republic is or will be a party and the consummation by Republic of the transactions contemplated thereby are within Republic’s corporate powers and have been duly authorized by all necessary corporate action of Republic. This Agreement has been duly authorized, executed and delivered by Republic and constitutes the legal, valid and binding obligation of Republic, enforceable in accordance with its terms.
