Authorization; Validity of Agreement; Required Action Sample Clauses

Authorization; Validity of Agreement; Required Action. Great Elm has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions that are required to be consummated by Great Elm. The execution and delivery by Great Elm of this Agreement, the performance of Great Elm’s obligations hereunder and the consummation by Great Elm of the Transactions that are required to be consummated by Great Elm have been duly authorized by its board of directors, and no other corporate action on the part of Great Elm is necessary to authorize the execution and delivery by Great Elm of this Agreement and the consummation by it of the Transactions required to be consummated by Great Elm. This Agreement has been duly executed and delivered by Great Elm and, assuming due and valid authorization, execution and delivery hereof by each other party, is a valid and binding obligation of Great Elm, enforceable against Great Elm in accordance with its terms, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (together with (a), the “Enforceability Exceptions”).
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Authorization; Validity of Agreement; Required Action. Such Fund has the requisite limited partnership or corporate power and authority to execute and deliver this Agreement and to consummate the Transactions that are required to be consummated by such Fund. The execution and delivery by such Fund of this Agreement, the performance of such Fund’s obligations hereunder and the consummation by such Fund of the Transactions that are required to consummated by such Fund have been duly authorized by its general partner or investment manager, and no other corporate action on the part of such Fund or vote of the board of directors or limited partners/members of such Fund is necessary to authorize the execution and delivery by such Fund of this Agreement and the consummation by it of the Transactions required to be consummated by such Fund. This Agreement has been duly executed and delivered by such Fund and, assuming due and valid authorization, execution and delivery hereof by each other party, is a valid and binding obligation of such Fund, enforceable against such Fund in accordance with its terms, except for the Enforceability Exceptions.
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Authorization; Validity of Agreement; Required Action. Newco has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions that are required to be consummated by Newco. The execution and delivery by Newco of this Agreement, the performance of Newco's obligations hereunder and the consummation by Newco of the Transactions that are required to be consummated by Newco have been duly authorized by its board of directors, and no other corporate action on the part of Newco is necessary to authorize the execution and delivery by Newco of this Agreement and the consummation by it of the Transactions required to be consummated by Newco. This Agreement has been duly executed and delivered by Newco and, assuming due and valid authorization, execution and delivery hereof by each other party, is a valid and binding obligation of Newco, enforceable against Newco in accordance with its terms, except for the Enforceability Exceptions.
Sample 1
Authorization; Validity of Agreement; Required Action. MAST has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the Transactions that are required to be consummated by MAST. The execution and delivery by MAST of this Agreement and the Ancillary Agreements to which it is a party, the performance of MAST’s obligations hereunder and thereunder and the consummation by MAST of the Transactions that are required to be consummated by MAST have been duly authorized by its board of managers (or equivalent body), and no other corporate action on the part of MAST is necessary to authorize the execution and delivery by MAST of this Agreement, the Ancillary Agreements to which it is a party and the consummation by it of the Transactions required to be consummated by MAST. Each of this Agreement and the Ancillary Agreements to which MAST is a party has been duly executed and delivered by MAST and, assuming due and valid authorization, execution and delivery hereof or thereof by each other party hereto or thereto, is a valid and binding obligation of MAST, enforceable against MAST in accordance with its terms, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (together with the exceptions in clause (a) above, the “Enforceability Exceptions”).
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Authorization; Validity of Agreement; Required Action. GP Corp has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the Transactions that are required to be consummated by GP Corp. The execution and delivery by GP Corp of this Agreement and the Ancillary Agreements to which it is a party, the performance of GP Corp’s obligations hereunder and thereunder and the consummation by GP Corp of the Transactions that are required to be consummated by GP Corp have been duly authorized by its board of directors (or equivalent body), and no other corporate action on the part of GP Corp is necessary to authorize the execution and delivery by GP Corp of this Agreement, the Ancillary Agreements to which it is a party and the consummation by it of the Transactions required to be consummated by GP Corp. Each of this Agreement and the Ancillary Agreements to which GP Corp is a party has been duly executed and delivered by GP Corp and, assuming due and valid authorization, execution and delivery hereof or thereof by each other party hereto or thereto, is a valid and binding obligation of GP Corp, enforceable against GP Corp in accordance with its terms, except for the Enforceability Exceptions.
Sample 1
Authorization; Validity of Agreement; Required Action. Each of Holdco and Marathon has the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining Marathon Stockholder Approval and the Holdco Approval, to consummate the Transactions. The execution and delivery by each of Holdco and Marathon of this Agreement, the performance of Holdco’s and Marathon’s respective obligations hereunder and the consummation by each of Holdco and Marathon of the Transactions have been duly authorized by its respective board of directors, and no other corporate action on the part of Holdco or Marathon is necessary to authorize the execution and delivery by Holdco or Marathon of this Agreement and, except for the Marathon Stockholder Approval, the consummation by it of the Transactions. This Agreement has been duly executed and delivered by each of Holdco and Marathon and, assuming due and valid authorization, execution and delivery hereof by Uniloc and Uniloc Australia, is a valid and binding obligation of each of Holdco and Marathon, enforceable against each of Holdco and Marathon in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (together with (i), the “Enforceability Exceptions”).
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Authorization; Validity of Agreement; Required Action. Each of Uniloc and Uniloc Australia has the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Uniloc Approval, to consummate the Transactions. The execution and delivery by each of Uniloc and Uniloc Australia of this Agreement, the performance of Uniloc’s and Uniloc Australia’s respective obligations hereunder and the consummation by Uniloc and Uniloc Australia of the Transactions have been duly authorized by its respective board of directors, and no other corporate action on the part of Uniloc or Uniloc Australia is necessary to authorize the execution and delivery by Uniloc or Uniloc Australia of this Agreement and, except for the Uniloc Approval, the consummation by it of the Transactions. This Agreement has been duly executed and delivered by each of Uniloc and Uniloc Australia and, assuming due and valid authorization, execution and delivery hereof by each of Holdco and Marathon, is a valid and binding obligation, enforceable against each of Uniloc and Uniloc Australia, in accordance with its terms, except as limited by the Enforceability Exceptions.
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Related to Authorization; Validity of Agreement; Required Action

  • Authorization; Validity of Agreement The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company and no other action (except the approval of the requisite Stockholders solely with respect to consummation of the Merger) on the part of the Company or any of its Stockholders or subsidiaries is necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and (assuming due and valid authorization, execution and delivery hereof by Parent and Acquisition Corp.) is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

  • Validity of Agreement; Authorization Each Acquiror has full power and authority to enter into this Agreement and the other Transaction Documents to which such Acquiror is a party and to perform its obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which such Acquiror is a party and the performance by such Acquiror of its respective obligations hereunder and thereunder have been duly authorized by such Acquiror’s governing body and, to the extent required, its equityholder(s), and no other proceedings on the part of such Acquiror are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which such Acquiror is a party have been duly executed and delivered by such Acquiror (except for any Transaction Documents required to be executed and delivered at the Closing, in which case such Transaction Documents will be duly executed and delivered by such Acquiror at the Closing) and, assuming due execution and delivery by the other parties hereto and thereto, constitute or will constitute such Acquiror’s valid and binding obligation, enforceable against such Acquiror in accordance with their respective terms, except insofar as such enforceability may be limited by Enforceability Exceptions.

  • Authorization; Validity of Agreement; Company Action The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval if required by applicable Law to consummate the Merger, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreement, have been duly authorized and approved by all necessary corporate action on the part of the Company (including by its Board of Directors), and except for the Company Stockholder Approval, if required by applicable Law to consummate the Merger, no other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

  • Authorization; Validity of Agreement; Necessary Action Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Transactions have been duly authorized by the boards of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other corporate authority or approval on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, is the valid and binding obligation of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

  • Authorization and Validity of Agreement Such party has all requisite power and authority to execute, deliver and perform its obligations under this Agreement, the agreements and instruments to which it is to be a party required to effect the Restructuring (the “Restructuring Agreements”) and the agreements to be delivered by it at the Closing pursuant to Section 5.3 (the “Other Agreements”). The execution, delivery and performance by such party of this Agreement, the Restructuring Agreements and the Other Agreements and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors, managing members or analogous governing body of such party and, to the extent required by law, its stockholders or members, and no other corporate or other action on its part is necessary to authorize the execution and delivery by such party of this Agreement, the Restructuring Agreements and the Other Agreements, the performance by it of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby. This Agreement has been, and each of the Restructuring Agreements and each of the Other Agreements, when executed and delivered, will be, duly executed and delivered by such party and each is, or will be, a valid and binding obligation of such party, enforceable in accordance with its terms.

  • Corporate Authorization; Validity of Agreement; Necessary Action Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by them of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Parent or Merger Sub are necessary to authorize the execution and delivery by them of this Agreement and the consummation by them of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub, and constitutes the legal, valid and binding obligation of Parent and Merger, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought.

  • Organization; Authorization; Validity of Agreement; Necessary Action Each Company T Shareholder, as of the date hereof (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (ii) has all corporate, limited partnership, trust or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Company T Shareholder of this Agreement, the performance by such Company T Shareholder of its obligations hereunder and the consummation by such Company T Shareholder of the transactions contemplated by this Agreement have been duly and validly authorized by such Company T Shareholder and no other actions or proceedings on the part of such Company T Shareholder are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Company T Shareholder and, assuming this Agreement constitutes a valid and binding obligation of Company Y, constitutes a legal, valid and binding agreement of such Company T Shareholder enforceable against such Company T Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).

  • Authorization and Validity of Agreements The execution, delivery and performance by it of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by all necessary corporate or equivalent action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or other laws relating to or affecting creditors’ rights generally and by general equity principles.

  • Authorization of Agreement, Etc The Borrower has the right and power, and has taken all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. The Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents to which the Borrower or any other Loan Party is a party have been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein may be limited by equitable principles generally.

  • Authorization and Validity of this Agreement This Agreement and each of the Transactional Agreements constitute the legal, valid and binding obligation of each person or entity who is a party thereto (other than SKYC), enforceable against each such person or entity in accordance with its terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally. Each of the Shareholders and FDH has all requisite legal capacity to execute and deliver this Agreement and the Transactional Agreements to which he or she is a party, and to perform its, his or her obligations hereunder and thereunder. The execution and delivery by FDH and each Shareholder of this Agreement and the Transaction Agreements (to the extent either is a party thereto), and the consummation of the transactions contemplated herein and therein (the “Transactions”) have been authorized by all necessary corporate or other action on the part of FDH and each of the Shareholders. This Agreement and the Transaction Agreements have been duly executed and delivered by the parties thereto (other than SKYC).

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