Authorization, Validity and Non-Contravention. (a) This Agreement has been duly authorized by all necessary corporate proceedings, has been duly executed and delivered by Bank and is a valid and legally binding agreement of Bank duly enforceable in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and by general equity principles).
Authorization, Validity and Non-Contravention. (a) This Agreement has been duly authorized by all necessary corporate proceedings (or analogous governing proceedings) by such party. Further, this Agreement has been duly executed and delivered by such party, and is a valid and legally binding agreement of such party and duly enforceable in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equity principles).
Authorization, Validity and Non-Contravention. (a) This Agreement has been duly authorized by all necessary corporate proceedings, has been duly executed and delivered by Spiegel Group and, subject to and upon the approval of the United States Bankruptcy Court for the Southern District of New York, is a valid and legally binding agreement of Spiegel Group duly enforceable in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and by general equity principles).
Authorization, Validity and Non-Contravention. This Agreement has been, and at the Closing the Ancillary Agreements to which Buyer is a party will have been, duly and validly executed and delivered by Buyer and, assuming the due execution thereof by Sellers and any other parties thereto, constitutes, or will constitute, in the case of such Ancillary Agreements to be executed at the Closing, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditors interests and (b) the availability of equitable remedies (whether in a proceeding in equity or at law). Buyer has the requisite power and authority to enter into this Agreement and the Ancillary Agreements to which Buyer is a party and to undertake and perform fully the transactions contemplated hereby and thereby. All necessary action has been taken by and on behalf of Buyer with respect to the authorization, execution, delivery and performance of this Agreement and the Ancillary Agreements. Neither the execution and delivery of this Agreement and such Ancillary Agreements by Buyer nor the performance of its obligations hereunder or thereunder, as applicable, will (i) violate, conflict with or result in a breach of any Law or Orders binding on Buyer or Buyer’s Organization Documents or (ii) violate, conflict with or result in a breach or termination of, or otherwise give any contracting party additional rights or compensation under, or the right to terminate or accelerate, or constitute (with notice or lapse of time, or both) a default under the terms of, any Contracts to which Buyer is a party or by which Buyer is bound which would prevent the consummation by Buyer of the transactions contemplated by this Agreement and the Ancillary Agreements to which Buyer is a party. Any reference to “Buyer” in this Section 3.3.2 shall be construed as a reference also to such of the Buyer’s Affiliates as are party to the Ancillary Agreements.
Authorization, Validity and Non-Contravention. As of the date of execution of this Agreement and as of the Closing, (a) This Agreement has been duly authorized by all necessary proceedings, has been duly executed and delivered by Bank and is a valid and legally binding agreement of Bank and duly enforceable in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equity principles). (b) No consent, approval, authorization, order, registration or qualification of or with any court or regulatory authority or other governmental body having jurisdiction over Bank is required for (nor would the absence of such materially adversely affect) the legal and valid execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. PRIVATE LABEL CREDIT CARD PLAN AGREEMENT 28 (c) The execution and delivery of this Agreement by Bank hereunder and the compliance by Bank with all provisions of this Agreement: (i) will not conflict with or violate any Applicable Law; (ii) will not conflict with or result in a breach of the terms or provisions of any indenture, loan agreement or other contract or agreement to which Bank is a party (including but not limited to any under by which Bank’s property is bound) where such conflict, breach or default would have a material adverse effect on Bank, nor will such execution, delivery or compliance violate or result in the violation of the Charter or By-Laws of Bank. 6.3
Authorization, Validity and Non-Contravention. As of the date of execution of this Agreement and as of the Closing:
Authorization, Validity and Non-Contravention. (a) This Agreement has been duly authorized by all necessary corporate proceedings (or analogous governing proceedings). Further, this Agreement has been duly executed and delivered by Pier 1, and is a valid and legally binding agreement of Pier 1 and duly enforceable in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equity principles). (b) No consent, approval, authorization, order, registration or qualification of or with any court or regulatory authority or other governmental body having jurisdiction over Pier 1 is required for (nor would the absence of such materially adversely affect) the legal and valid execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. (c) The execution and delivery of this Agreement by Pier 1 and the compliance by Pier 1 with all provisions of this Agreement: (i) will not, to the best knowledge of the Pier 1 officer executing this Agreement on Pier 1’s behalf (and anyone advising him or her on such execution), conflict with or violate any Applicable Law; and (ii) will not conflict with or result in a breach of or default under any of the terms or provisions of any indenture, loan agreement, or other contract or agreement to which Pier 1 is a party (including but not limited to any under which Pier 1 is an obligor or by which its property is bound) where such conflict, violation, breach or default would have a material adverse effect on Pier 1 or the Plan, nor will such execution, delivery or compliance violate or result in the violation of the Certificate of Incorporation or By-Laws (or analogous rules of governance) of Pier 1, where such violation would have a material adverse effect on Pier 1, Bank, this Agreement, or the Plan. 29 4.3
Authorization, Validity and Non-Contravention. (a) This Agreement has been duly authorized by all necessary corporate proceedings, has been duly executed and delivered by Samuxxx xxx is a valid and legally binding agreement of Samuxxx xxxy enforceable in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and by general equity principles).
Authorization, Validity and Non-Contravention. (a) This Agreement has been duly authorized by all necessary corporate proceedings, has been duly executed and delivered by DWR and is a valid and legally binding agreement of DWR duly enforceable in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equity principles).
Authorization, Validity and Non-Contravention. This Agreement and each of the Ancillary Agreements to which Xxxxxxx is a party has been duly and validly executed and delivered by Xxxxxxx and, assuming the due execution hereof and thereof by the other parties hereto, constitutes the legal, valid and binding obligation of Xxxxxxx, enforceable against Xxxxxxx in accordance with its terms, except as such enforceability may be limited by (a) insolvency or similar laws relating to or affecting generally the enforcement of creditors’ interests and (b) the availability of equitable remedies (whether in a proceeding in equity or at law). Xxxxxxx has the requisite power and authority to enter into this Agreement and each of the Ancillary Agreements to which Xxxxxxx is a party and to undertake and perform fully the transactions contemplated hereby and thereby. Neither the execution and delivery of this Agreement and each of the Ancillary Agreements to which Xxxxxxx is a party by Xxxxxxx nor the performance of his obligations hereunder and thereunder will (i) violate, conflict with or result in a breach of any Law or Orders binding on Xxxxxxx or (ii) violate, conflict with or result in a breach or termination of, or otherwise give any contracting party additional rights or compensation under, or the right to terminate or accelerate, or constitute (with notice or lapse of time, or both) a default under the terms of, any Contracts to which Xxxxxxx is a party or by which Xxxxxxx is bound which would prevent the consummation by Xxxxxxx of the transactions contemplated by this Agreement and each of the Ancillary Agreements to which Xxxxxxx is a party.
