Authorization, Validity and Enforceability. It has full power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, its board of directors or other governing body, as applicable, and no other proceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly executed and delivered by it, and constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with the terms hereof, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting rights of creditors generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Appears in 9 contracts
Samples: Stockholders Agreement, Stockholders Agreement (Mitsui & Co LTD), Stockholders Agreement (Penske Roger S)
Authorization, Validity and Enforceability. It has full power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, its board of directors or other governing body, as applicable, body and no other proceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly executed and delivered by it, and constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with the terms hereof, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting rights of creditors generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Appears in 7 contracts
Samples: Stockholders Agreement (United Auto Group Inc), Stockholders Agreement (Charlesbank Capital Partners LLC), Stockholders Agreement (Penske Capital Partners LLC)
Authorization, Validity and Enforceability. It has full partnership power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, its board of directors general partner or other governing body, as applicable, body and no other proceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly executed and delivered by it, and constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with the terms hereof, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting rights of creditors generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Appears in 1 contract
Samples: Tax Distribution Advance Agreement (Foamex Capital Corp)
Authorization, Validity and Enforceability. It has full power The execution and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance by it the Company of this Agreement and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, its board action on the part of directors or other governing body, as applicable, the Company and no other proceedings corporate proceeding on its the part are of the Company is necessary to authorize the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by itthe Company and (assuming the due authorization, execution and delivery by the Investor) constitutes the legal, valid and binding obligation of itthe Company, enforceable against it the Company in accordance with the terms hereofits terms, except as to the extent such enforcement enforceability may be limited by the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights of creditors generally and by general principles of equity or public policy (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law or in equitylaw).
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (KPMG Consulting Inc)
Authorization, Validity and Enforceability. It has full power and authority to execute, deliver and perform its obligations under this AgreementAmendment. The execution, delivery and performance by it of this Agreement Amendment and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, its board of directors or other governing body, as applicable, body and no other proceedings on its part are necessary to authorize this Agreement Amendment or the transactions contemplated hereby. This Agreement Amendment has been duly executed and delivered by it, and constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with the terms hereof, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting rights of creditors generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Appears in 1 contract
Samples: Management Agreement (NHP Inc)