Capacity; Enforceability. ART has full trust authority and capacity to execute and deliver this Standstill Agreement. This Standstill Agreement has been duly and validly executed and delivered by and on behalf of ART and constitutes a valid obligation of ART, enforceable in accordance with its terms, except to the extent such enforceability may be limited by applicable insolvency, bankruptcy, reorganization or similar laws affecting the enforcement of creditors' rights generally and by general equity principles.
Capacity; Enforceability. Each of the Kimco persons executing this Standstill Agreement has full capacity and authority, and corporate authority and capacity, as the case may be, to execute and deliver this Standstill Agreement. This Standstill Agreement has been duly and validly executed and delivered by and on behalf of each of them and constitutes a valid obligation of each of them, enforceable in accordance with its terms, except to the extent such enforceability may be limited by applicable insolvency, bankruptcy, reorganization or similar laws affecting the enforcement of creditors' rights generally and by general equity principles.
Capacity; Enforceability. Grantee has the legal capacity to enter into and perform Grantee's obligations under this Agreement. This Agreement has been duly executed and delivered by Grantee and constitutes a valid and legally binding obligation of Grantee, enforceable against Grantee in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors, general principles of equity (whether considered in an action at law or in equity) and the discretion of the court before which any proceeding therefor may be brought.
Capacity; Enforceability. Each Seller has all necessary power and authority, and the full legal capacity, to enter into and deliver this Agreement and the other Transaction Documents to which such Seller is a party, to carry out such Seller’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement and each Transaction Document to which either Seller is a party has been duly authorized, executed and delivered by such Seller and constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms and conditions, except as the enforceability may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar laws in effect which affect the enforcement of creditors’ rights generally; or (ii) general principles of equity.
Capacity; Enforceability. Seller has full power and legal capacity to execute into and deliver this Agreement, and all other agreements and written instruments to which Seller is a party as contemplated hereby, and to perform its obligations hereunder and thereunder. This Agreement, and such other agreements and written instruments, constitute the valid and legally binding obligations of Seller, enforceable in accordance with their terms and conditions, except as enforcement thereof may be limited by applicable Insolvency Laws. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Seller.
Capacity; Enforceability. The Investor represents and warrants that: (a) if it is executing this Agreement in a representative or fiduciary capacity, it has full power and authority to execute and deliver this Agreement in such capacity and on behalf of its principal; and (b) this Agreement constitutes a valid and legally binding obligation of the Investor enforceable against the Investor in accordance with its terms.
Capacity; Enforceability. Buyer has all requisite power and authority to execute and deliver this Agreement and to perform their respective obligations hereunder. The execution and delivery by Buyer of this Agreement and the performance of its obligations hereunder have been duly and validly authorized by Buyer, and no other action on the part of Buyer is necessary. This Agreement has been duly and validly executed and delivered by Buyer and is, or will be, a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as the enforceability may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar Laws in effect which affect the enforcement of creditors' rights generally; or (b) general principles of equity.
Capacity; Enforceability. Seller is a corporation duly organized, validly existing and in good standing under the laws of the British Virgin Islands. Seller has the capacity and authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Seller. This Agreement and all other documents to be executed and delivered by the Seller and the Company pursuant to this Agreement have been duly executed and delivered by the Seller and the Company, and constitute the legal, valid and binding obligations of the Seller and the Company, enforceable against the Seller and the Company in accordance with their terms.
Capacity; Enforceability. VPC and Seller have all requisite power, capacity and authority to execute and deliver this Agreement and to perform their respective obligations hereunder. This Agreement has been duly and validly executed and delivered by, and is a valid and binding obligation of, VPC and Seller enforceable against VPC and Seller, as applicable, in accordance with its terms, except as the enforceability may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar Laws in effect which affect the enforcement of creditors' rights generally; or (b) general principles of equity. As of Closing there will no encumbrances on the purchased assets.
Capacity; Enforceability. The Seller is at least 21 years of age and has the full right, power, and authority, and is of sufficient legal capacity to enter into and deliver this Agreement and each Ancillary Agreement to which he is a party, to carry out his obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated thereby. This Agreement and each Ancillary Agreement to which the Seller is a party has been duly executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms and conditions (except as the enforceability may be limited by (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles), and the execution and delivery by the Seller of this Agreement and each Ancillary Agreement to which he is a party, and the performance by the Seller of its obligations hereunder and thereunder, do not and will not (i) violate or a conflict with (A) the terms of any agreement or instrument to which the Seller is a party or by which he is bound and/or (B) any statute, regulation, law, order, writ, injunction, judgment, or decree to which the Seller is subject, or (ii) require any authorization or approval under or pursuant to any of the foregoing that have not been obtained.
