Corporate Authority and Enforceability. Subject to the approval of the Arrangement Resolution by the Magna Shareholders as required by the Interim Order, Magna has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by Magna and is a legal, valid and binding obligation of Magna, enforceable against Magna by Holdco in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.
Corporate Authority and Enforceability. The Company (1) has the requisite corporate power and authority to execute, deliver and perform this Agreement and to incur the obligations herein and therein and (2) has been authorized by all necessary corporate action to execute, deliver and perform this Agreement and to consummate the transaction contemplated hereby. This Agreement is a valid and binding obligation of the Company and each of the Sellers enforceable in accordance with its terms, except as enforceability is limited by (A) any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, or similar law affecting creditors' rights generally, or (B) general principles of equity, whether considered in a proceeding in equity or at law; or (C) applicable laws and court decisions which may limit or render unenforceable certain ten-t-is and provisions contained therein, but which in our opinion do not substantially interfere with the practical realization of the benefits thereof, except for the economic consequences of any procedural delay which may be imposed by, relate to or result from such laws and court decisions.
Corporate Authority and Enforceability. Borrower has all requisite power and authority to own its property and to carry on its business as now conducted and has the corporate or other organizational power to execute, deliver, and carry out the terms and provisions of this Note and all other Loan Documents to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of each Loan Document to which it is a party. Xxxxxxxx has duly executed and delivered each Loan Document to which it is a party, and each such Loan Document constitutes the legal, valid and binding obligation of it enforceable in accordance with its terms, in each case subject to (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, arrangement or similar laws relating to or affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law).
Corporate Authority and Enforceability. The Company has the requisite corporate power and authority to execute, deliver and perform this Agreement and the Debentures. Each of this Agreement and the Debentures are the valid and binding obligation of the Company enforceable in accordance with its terms, except as enforceability is limited by (A) any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, or similar law affecting creditors' rights generally, or (B) general principles of equity, whether considered in a proceeding in equity or at law; or (C) applicable laws and court decisions which may limit or render unenforceable certain terms and provisions contained therein, but which in our opinion do not substantially interfere with the practical realization of the benefits thereof, except for the economic consequence of any procedural delay which may be imposed by, relate to or result from such laws and court decisions.
Corporate Authority and Enforceability. Subject to the approval by the Magna Board of the Plan of Arrangement, to obtaining the Magna Shareholder approvals referred to in Sections 2.4(b) and (c) and the receipt of the Court Orders, Magna has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by Magna and is a legal, valid and binding obligation of Magna, enforceable against Magna by the Newco Parties in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.
Corporate Authority and Enforceability. This Amendment has been duly executed and delivered by the Borrowers and is in full force and effect as of the date hereof, and constitutes the valid and binding obligation of the Borrowers enforceable against the Borrowers in accordance with its terms.
Corporate Authority and Enforceability. Subject to the approval of the Arrangement Resolution by the Shareholders, the Company has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by the Company and is a legal, valid and binding obligation of the Company, enforceable against the Company by Mirati in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.
Corporate Authority and Enforceability. Mirati has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by Mirati and is a legal, valid and binding obligation of Mirati, enforceable against Mirati by the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.
