CONSENTS; AUTHORIZATION; EXECUTION AND DELIVERY OF AGREEMENT. All necessary consents and approvals have been obtained by Purchaser for the execution and delivery of this Agreement. The execution and delivery of this Agreement by Purchaser has been duly and validly authorized and approved by all necessary corporate action. Purchaser has full power and authority to execute and deliver and perform its obligations under this Agreement. This Agreement is a valid and binding obligation of Purchaser, enforceable against it in accordance with its terms.
CONSENTS; AUTHORIZATION; EXECUTION AND DELIVERY OF AGREEMENT. All necessary consents and approvals have been obtained by Seller for the execution and delivery of this Agreement. The execution, delivery and performance of this Agreement by Seller and the transfer of the Assets to Purchaser have been duly and validly authorized and approved by all necessary corporate and stockholder action of Seller. This Agreement is a valid and binding obligation of Seller, enforceable against it in accordance with its terms.
CONSENTS; AUTHORIZATION; EXECUTION AND DELIVERY OF AGREEMENT. Except for compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Act and consent by the FCC to the assignment of the FCC Authorizations from License Sub to Purchaser all necessary consents and approvals have been obtained by Purchaser for the execution and delivery of this Agreement. The execution, delivery and performance of this Agreement by Purchaser has been duly and validly authorized and approved by all necessary partnership action. This Agreement is a valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting creditors' rights generally.
CONSENTS; AUTHORIZATION; EXECUTION AND DELIVERY OF AGREEMENT. Each Seller has full power, authority and capacity, and the Company has full corporate power, authority and capacity to execute and deliver this Agreement and to carry out the transactions contemplated hereby. The Board of Directors of the Company has duly approved and authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and no other proceedings, corporate or otherwise, on the part of Sellers or the Company are necessary to approve and authorize the execution and delivery of this Agreement by Sellers and the Company and the consummation by Sellers and the Company of the transactions contemplated hereby, subject to the other governmental and third-party consents referred to in Section 7.04. This Agreement constitutes a valid and binding agreement of each Seller and the Company enforceable against Sellers and the Company in accordance with its terms.
CONSENTS; AUTHORIZATION; EXECUTION AND DELIVERY OF AGREEMENT. Assuming approval by Acquiror’s board of directors and the affirmative vote of Acquiror, the sole member of Merger Sub, the execution and delivery of this Agreement does not, and assuming (i) compliance with any applicable requirements of the Hxxx-Xxxxx-Xxxxxx Act, (ii) consent by the FCC to the transfer of control of the Company from Equityholders to Acquiror, (iii) the filing and recordation of appropriate merger documents as required by Delaware Law, (iv) approval by Acquiror as sole member of Merger Sub and (v) approval by Acquiror’s board of directors, the performance of this Agreement and the execution, delivery and performance of the Ancillary Agreements by Merger Sub do not and will not (i) violate, conflict with or result in the breach of any provision of the governing documents of Merger Sub, (ii) conflict with or violate any Laws or Order applicable to Merger Sub, or (iii) conflict with, constitute a Default (or an event which with the giving of notice or lapse of time, or both, would become a Default) under, require any consent or notice under any Contract to which Merger Sub is party that would have an Acquiror Material Adverse Effect. Except for the approval of Acquiror’s board of directors and the approval of Acquiror, as sole member of Merger Sub, the execution, delivery and performance of this Agreement by Merger Sub has been duly and validly authorized and approved by all necessary limited liability company action and this Agreement will be a valid and binding obligation of Merger Sub, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect affecting creditors’ rights generally.
CONSENTS; AUTHORIZATION; EXECUTION AND DELIVERY OF AGREEMENT. All necessary consents and approvals have been obtained by Sellers for the execution and delivery of this Agreement. The execution, delivery and performance of this Agreement by Sellers and the transfer of the Assets to Purchaser have been duly and validly authorized and approved by all necessary partnership action of each Seller. This Agreement is a valid and binding obligation of each Seller, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting creditors' rights generally.
CONSENTS; AUTHORIZATION; EXECUTION AND DELIVERY OF AGREEMENT. Except for filings under the HSR Act, all necessary consents and approvals have been obtained by Buyer for the execution and delivery of this Agreement. The execution and delivery of this Agreement by Buyer has been authorized by Buyer's board of directors.
CONSENTS; AUTHORIZATION; EXECUTION AND DELIVERY OF AGREEMENT. All necessary consents and approvals have been obtained by Sellers for the execution and delivery of this Agreement. The execution, delivery and performance of this Agreement by Sellers and the transfer of the Assets to Purchaser have been duly and validly authorized and approved by all necessary partnership and partner action of each Seller, the general partner of HCTC and the managing general partner of CCP. This Agreement is a valid and binding obligation of each Seller, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting creditors' rights generally.
CONSENTS; AUTHORIZATION; EXECUTION AND DELIVERY OF AGREEMENT. Seller has full power, authority and capacity, and the Company has full corporate power, authority and capacity, to execute and deliver this Agreement and to carry out the transactions contemplated hereby. No other proceedings, corporate or otherwise, on the part of Seller or the Company are necessary to approve and authorize the execution and delivery of this Agreement by Seller and the Company and the consummation by Seller and the Company of the transactions contemplated hereby, subject to the other governmental and third- party consents referred to in SECTION 7.
CONSENTS; AUTHORIZATION; EXECUTION AND DELIVERY OF AGREEMENT. All necessary consents and approvals shall have been obtained prior to Closing by Purchaser for the execution and delivery of this Agreement. The execution and delivery of this Agreement by Purchaser and the consummation of the transactions contemplated hereby has been duly and validly authorized and approved by all necessary corporate action. Purchaser has full power and authority to execute and deliver and perform its obligations under this Agreement. This Agreement is a valid and binding obligation of Purchaser, enforceable against it in accordance with its terms. Purchaser will have on the Closing Date and immediately prior to Closing funds sufficient to consummate the transactions contemplated by this Agreement.
