Authorization, Validity and Execution. Each Seller has all necessary corporate or equivalent organizational power and authority to (a) execute and deliver this Agreement or the Ancillary Agreements, as applicable, (b) perform its respective obligations hereunder and thereunder and (c) consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement has been, and each Ancillary Agreement to be executed by a Seller or an Affiliate of a Seller will be on or prior to the Closing Date, duly authorized by all necessary action on the part of each Seller and its Affiliates. Assuming the due execution of this Agreement and the Ancillary Agreements by Purchaser, this Agreement and each Ancillary Agreement is or will be a legal, valid and binding obligation of such Seller or Affiliate of Seller, as applicable, enforceable against each in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar Laws affecting the enforcement of creditors’ rights generally and to general equitable principles.
Authorization, Validity and Execution. Each Seller Company has all necessary power and authority (a) to execute and deliver this Agreement and the other agreements, documents and instruments to be executed by such Seller Company in connection with the transactions contemplated hereby (such other agreements, documents and instruments, the “Seller Documents”), (b) to perform (or cause to be performed) its obligations hereunder and thereunder and (c) to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Seller Documents, and consummation of the transactions contemplated hereby and thereby, has been duly authorized by the Board of Directors of each of the Seller Companies and, to the extent required by Applicable Law or the organizational documents of any Seller Company, the stockholder of any Seller Company, and no other corporate or stockholder action is necessary to authorize the execution and delivery by Seller and the Selling Subsidiaries of this Agreement and the Seller Documents and the consummation by each of them of the transactions contemplated hereby and thereby. This Agreement has been, and each of the Seller Documents will be on or prior to the Closing Date, duly executed and delivered by Seller and the Selling Subsidiaries, as applicable, and, assuming the due execution of this Agreement by the Purchaser Companies, is a legal, valid and binding obligation of Seller and each of the Selling Subsidiaries, enforceable against each in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles.
Authorization, Validity and Execution. Each of Purchaser and Purchaser Guarantor has all necessary power and authority to execute and deliver this Agreement and each Related Agreement to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereunder. The execution, delivery and performance of this Agreement and each Related Agreement to which it is a party have been duly authorized by all necessary action on the part of Purchaser and Purchaser Guarantor and no other action or proceeding on the part of Purchaser or Purchaser Guarantor is necessary to authorize this Agreement or any Related Agreement to which it is a party or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Purchaser and Purchaser Guarantor and, assuming the due execution of this Agreement by the other Parties, this Agreement constitutes the valid and binding obligation of Purchaser and Purchaser Guarantor, enforceable against Purchaser and Purchaser Guarantor in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar Laws affecting the enforcement of creditors’ rights generally and to general equitable principles.
Authorization, Validity and Execution. Purchaser has all necessary power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of the Ancillary Agreements to which Purchaser is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by Purchaser. This Agreement and the Ancillary Agreements have been duly executed and delivered by Purchaser and, assuming the due execution of those agreements by a Seller or an Affiliate of a Seller (as applicable), this Agreement and the Ancillary Agreements constitute the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and by general equitable principles.
Authorization, Validity and Execution. Seller has all necessary corporate power and authority (a) to execute and deliver this Agreement and the Ancillary Agreements, (b) to perform its obligations under this Agreement and the Ancillary Agreements and (c) to consummate the transactions contemplated under this Agreement and the Ancillary Agreements. This Agreement has been, and each of the Ancillary Agreements will be on or before the Closing Date, duly executed and delivered by Seller and its Affiliates that are parties to such Ancillary Agreements and, assuming the due execution hereof and thereof by Buyer, will be a legal, valid and binding obligation of Seller and each such Affiliate, enforceable against each of them in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles.
Authorization, Validity and Execution. Seller has all power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is (or will be) a party, to perform its obligations hereunder and thereunder, and to consummate the Transactions (including the Share Purchase), and the execution, delivery and performance of this Agreement and each of the Ancillary Agreements to which Seller is (or will be) a party, and the consummation of the Transactions, have been duly and validly authorized by Seller by all necessary action on the part of Seller and the holders of its Securities. This Agreement and each Ancillary Agreement to which Seller is (or will be) a party (i) have been (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) duly executed and delivered by Seller and (ii) assuming due authorization, execution, and delivery by Purchaser, this Agreement and each such Ancillary Agreement is (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) a legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, in each case, except as such enforceability may be limited by (A) applicable bankruptcy, insolvency, moratorium, reorganization, and other similar Laws affecting creditors’ rights generally and (B) general principles of equity (the “Enforceability Exceptions”).
Authorization, Validity and Execution. Subject to receipt of the approval of the Board of Directors of Capital Lease Funding, Inc., the controlling owner of Purchaser, which approval Purchaser covenants to obtain within five (5) Business Days following the date hereof ("Board Approval"), Purchaser has all necessary corporate or other entity power and authority (a) to execute and deliver this Agreement and the other agreements, documents and instruments to be executed and delivered by Purchaser in connection with the transactions contemplated hereby, (b) to perform (or cause to be performed) its obligations hereunder and thereunder and (c) to consummate the transactions contemplated hereby. No other action is necessary for the authorization, execution, delivery and performance by Purchaser of this Agreement and Purchaser Documents. This Agreement has been, and each of the agreements, documents and instruments to be executed and delivered by Purchaser pursuant to this Agreement will be on or prior to the Closing Date, duly authorized, executed and delivered by Purchaser, and, assuming the due execution of this Agreement by Seller, this Agreement is a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles.
Authorization, Validity and Execution. Each of Seller and Oncimmune USA, as applicable, has all necessary corporate or equivalent organizational power and authority to (a) execute and deliver this Agreement and the Ancillary Agreements, as applicable, (b) perform its respective obligations hereunder and thereunder and (c) consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Agreement to be executed by Seller or Oncimmune USA will be on or prior to the Closing Date, duly executed and delivered by Seller or Oncimmune USA and, assuming the due execution of this Agreement and the Ancillary Agreements by Buyer, is or will be a legal, valid and binding obligation of Seller or Oncimmune USA, as applicable, enforceable against each in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar Laws affecting the enforcement of creditors’ rights generally and to general equitable principles (the “Bankruptcy and Equity Exception”).
Authorization, Validity and Execution. Buyer has all necessary power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of the Ancillary Agreements to which Buyer is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by Buyer. This Agreement and the Ancillary Agreements have been duly executed and delivered by Buyer and, assuming the due execution of those agreements by a Seller or an Affiliate of a Seller (as applicable), this Agreement and the Ancillary Agreements constitute the valid and binding obligation of Buyer, enforceable against Buyer in accordance with their terms, subject to the Bankruptcy and Equity Exception.
Authorization, Validity and Execution. Seller is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Seller has all necessary power and authority to (a) execute and deliver this Agreement and each Related Agreement to which it is a party, (b) perform its obligations hereunder and thereunder and (c) consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each Related Agreement to which it is a party have been duly authorized by all necessary action on the part of Seller, and no other limited partnership or corporate action or proceeding on the part of Seller is necessary to authorize this Agreement or any Related Agreement to which it is a party or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Seller, and, assuming the due execution of this Agreement by each other Party, this Agreement is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar Laws affecting the enforcement of creditors’ rights generally and to general equitable principles.
