Authorizations; Execution and Validity. (a) Except with respect to the transfer to Buyer of the Acquired Assets, as of the date of execution of this Agreement, Seller and RVEP have all requisite corporate, partnership and other power and authority to execute and deliver and to perform its obligations under this Agreement and to consummate the transaction contemplated hereby.
(b) As of the Closing Date, Seller will have all requisite corporate, partnership and other power and authority to consummate the transfer to Buyer of the Acquired Assets.
(c) Except with respect to the transfer to Buyer of the Acquired Assets, as of the date of execution of this Agreement, the execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder, and the consummation by Seller of the transaction contemplated hereby have been duly authorized by all necessary corporate, partnership and other action on the part of Seller and RVEP, if deemed necessary by Seller.
(d) Except with respect to the transfer to Buyer of the Acquired Assets, as of the date of execution of this Agreement, this Agreement has been duly and validly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect affecting creditors' rights generally or general principles of equity.
(e) As of the Closing Date, this Agreement will constitute a valid and binding obligation of Seller with respect to the performance by Seller of its obligation to consummate the transfer to Buyer of the Acquired Assets and such obligation shall be enforceable against Seller in accordance with the terms of this Agreement, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect affecting creditors' rights generally or general principles of equity.
Authorizations; Execution and Validity. As of the date of execution of this Agreement, the execution and delivery of this Agreement by Buyer, the performance by Buyer of its obligations under this Agreement and the consummation by Buyer of the transaction contemplated hereby have been duly authorized by all necessary corporate action on the part of the Buyer. This Agreement upon being executed and delivered by Buyer, constitutes a valid and binding obligation of Buyer and is enforceable against Buyer in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect affecting creditors’ rights generally or general principles of equity.
Authorizations; Execution and Validity. The execution and delivery of this Agreement by the Company, the performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby to be consummated by it, have been duly authorized by all necessary corporate action and no other corporate action on the part of the Company is necessary with respect thereto. This Agreement has been duly executed and delivered by the Company and, when duly and validly executed and delivered by Buyer and Seller, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability and by general principles of equity.
Authorizations; Execution and Validity. (a) As of the date of execution of this Agreement, the execution and delivery of this Agreement by Buyer, the performance by Buyer of its obligations under this Agreement and the consummation by Buyer of the transaction contemplated hereby have been duly authorized by all necessary corporate action on the part of the Buyer.
(b) This Agreement upon being executed and delivered by Buyer, constitutes a valid and binding obligation of Buyer and is enforceable against Buyer in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect affecting creditors' rights generally or general principles of equity.
Authorizations; Execution and Validity. Each of Parent and Merger Subsidiary has all requisite power and authority to execute and deliver this Agreement, perform its obligations hereunder and consummate the transactions contemplated hereby, including the Merger. The execution and delivery of this Agreement by each of the Parent and Merger Subsidiary, the performance by each of them of its obligations hereunder and the consummation by each of them of the transactions contemplated hereby have been duly authorized by all necessary action on the part of each of the Parent and Merger Subsidiary. This Agreement has been duly and validly executed and delivered by each of the Parent and Merger Subsidiary, constitutes a valid and binding obligation of each of them and is enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions.
Authorizations; Execution and Validity. Each of the Energy Spectrum Sellers and the Company has all requisite corporate or partnership power and authority (as the case may be) to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each of the Energy Spectrum Sellers and the Company, the performance by each of the Energy Spectrum Sellers and the Company of its obligations hereunder and the consummation by each of the Energy Spectrum Sellers and the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or partnership action (as the case may be) on the part of each of the Energy Spectrum Sellers and the Company. This Agreement has been duly and validly executed and delivered by each of the Sellers and the Company and constitutes a valid and binding obligation of each of the Sellers and (to the extent it relates to actions to be taken or covenants to be performed prior to or at Closing) the Company, enforceable against each of the Sellers and the Company in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect affecting creditors' rights generally or general principles of equity.
Authorizations; Execution and Validity. The execution and delivery of the Seller Transaction Agreements by Seller, the performance of the Seller Transaction Agreements by Seller and the consummation by Seller of the transactions contemplated hereby and thereby to be consummated by it, have been duly authorized by all necessary corporate action and no other corporate action on the part of Seller is necessary with respect thereto. The execution and delivery of the Seller Transaction Agreements by TPC, the performance of the Seller Transaction Agreements by TPC and the consummation by TPC of the transactions contemplated hereby and thereby to be consummated by it, have been duly authorized by all necessary corporate action and no other corporate action on the part of the TPC is necessary with respect thereto. Each of the Seller Transaction Agreements has been duly and validly executed and delivered by each of Seller and TPC and constitutes a valid and binding obligation of each of Seller and TPC and is enforceable against each of Seller and TPC in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and similar laws affecting creditors generally and by the availability of equitable remedies.
Authorizations; Execution and Validity. As of the date of execution of this Agreement, the execution and delivery of this Agreement by each Buyer Party, the performance by each Buyer Party of its obligations under this Agreement and the consummation by each Buyer Party of the transaction contemplated hereby have been duly authorized by all necessary corporate action on the part of each Buyer Party. This Agreement upon being executed and delivered by Buyer Parties, constitutes a valid and binding obligation of Buyer Parties and is enforceable against Buyer Parties in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect affecting creditors’ rights generally or general principles of equity.
Authorizations; Execution and Validity. Purchaser has all requisite power and authority to execute and deliver this Agreement, perform its obligations hereunder and consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser, constitutes the valid and binding obligation of Purchaser and is enforceable against Purchaser in accordance with its terms, subject to the Enforceability Exceptions.
Authorizations; Execution and Validity. Each Purchaser has all requisite power and authority as a [limited liability company or corporation] to execute and deliver this Agreement and each of the Additional Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Purchaser of this Agreement and the Additional Transaction Documents, the performance by each Purchaser of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company action on the part of each Purchaser. This Agreement has been, and at the Closing each of the Additional Transaction Documents will be, duly and validly executed and delivered by each Purchaser and constitutes or will constitute a valid and binding obligation of each Purchaser, enforceable against each Purchaser in accordance with its terms, subject to the Enforceability Exceptions.
