Due Authorization; Binding Obligation. The execution and delivery of the Issuer Documents and the consummation of the transactions provided for therein have been duly authorized by all necessary action on its part. Issuer Documents constitute the legal, valid and binding obligation of the Issuer enforceable in accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies.
Due Authorization; Binding Obligation. The execution and delivery of the Indenture Trustee Documents, the consummation of the transactions provided for therein and the authentication of the Notes have been duly authorized by all necessary corporate action on its part, either in its individual capacity or as Indenture Trustee, as the case may be. The Indenture Trustee Documents constitute the legal, valid and binding obligation of the Indenture Trustee enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditor's rights generally and by the availability of equitable remedies.
Due Authorization; Binding Obligation. The execution, delivery and ------------------------------------- performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate actions of Buyer. This Agreement has been duly executed and delivered by Buyer and is a valid and binding obligation of Buyer, enforceable in accordance with its terms. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will:
Due Authorization; Binding Obligation. It has full power and authority to execute and deliver the Contract and to perform its obligations hereunder, and the execution, delivery and performance of the Contract by it have been duly authorized by all necessary action on its part. This Contract has been duly executed and delivered by it and is such Party's legal, valid and binding obligation enforceable in accordance with its terms.
Due Authorization; Binding Obligation. It has the power and authority to make, execute, deliver and perform this Agreement and the other Related Documents to which it is a party, and all of the transactions contemplated under this Agreement and the other Related Documents to which it is a party, and has taken all necessary limited liability company or trust action to authorize the execution, delivery and performance of this Agreement and the other Related Documents to which it is a party. This Agreement and the other Related Documents to which it is a party have been duly executed and delivered by it and constitute the legal, valid and binding obligation of such party, enforceable in accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally, any applicable law imposing limitations upon, or otherwise affecting, the availability or enforcement of rights to indemnification hereunder, and by the availability of equitable remedies.
Due Authorization; Binding Obligation. The execution, delivery and performance by each of the Buyers of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each Buyer. This Agreement has been duly and validly executed and delivered by each Buyer. This Agreement constitutes the valid and binding obligations of each Buyer, enforceable in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies created hereby is subject to bankruptcy and other similar laws of general application relating to or affecting the rights and remedies of creditors and that the availability of the remedy of specific enforcement or of injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. For the avoidance of doubt, the Parties acknowledge that the Closing hereunder is subject to the satisfaction of certain conditions precedent as provided herein.
Due Authorization; Binding Obligation. It has the power and authority to make, execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party and all of the transactions contemplated under this Agreement and the other Transaction Documents to which it is a party, and has taken all necessary corporate, limited liability company or trust action, as applicable, to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by it and constitute the legal, valid and binding obligation of such party, enforceable in accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally, any applicable law imposing limitations upon, or otherwise affecting, the availability or enforcement of rights to indemnification hereunder, and by the availability of equitable remedies.
Due Authorization; Binding Obligation. The execution, delivery and performance of this Agreement and each of the other agreements contemplated by this Agreement and consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate actions of the Seller. This Agreement has been duly executed and delivered by the Seller and is a valid and binding obligation of the Seller and the Seller Shareholder, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and equitable principals. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (a) conflict with or violate any provision of the Seller's articles of incorporation or bylaws, or, to the Seller's and the Seller Shareholder's knowledge, of any law, ordinance or regulation or any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against any Seller or any Seller Shareholder; or (b) except as set forth on Schedule 2.3 to this Agreement, result in any breach of or default under any mortgage, contract, agreement or other instrument which is either binding upon or enforceable against the Seller, the Seller Shareholder or the Purchased Assets.
Due Authorization; Binding Obligation. The execution, delivery and performance by it of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate and other relevant action. This Agreement has been duly and validly executed and delivered by it and constitutes the legal, valid and binding obligation of it enforceable in accordance with its terms.
Due Authorization; Binding Obligation. Pre-Paid has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Pre-Paid and is the legal, valid and binding obligation of Pre-Paid, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, preferential transfer, moratorium or similar laws relating to enforcement of creditors' rights generally and general principles of equity. Except for any corporate action required by Pre-Paid, no other action on the part of any individual or other person or entity is necessary to authorize this Agreement or for the consummation of the transactions contemplated by this Agreement. Pre-Paid has duly executed this Agreement and authorized the execution of this Agreement and the consummation of the transactions contemplated by this Agreement as required under the Florida BCA. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will: (i) conflict with or violate any provision of Pre-Paid's Articles of Incorporation or by-laws, or any law, ordinance or regulation or any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against Pre-Paid; (ii) result in any material breach of or default under any material mortgage, other contract, agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against Pre-Paid or any of Pre-Paid's Assets; (iii) result in any breach of or default under any contract; (iv) violate any legally protected right of any individual or entity or give to any individual or entity a right or claim against Pre-Paid or Pre-Cell; or, (v) impair or in any way limit any material governmental or official license, approval, permit or authorization of Pre-Paid to conduct its business. Attached to this Agreement and marked as Exhibit E are true, correct and complete copies of the Articles of Incorporation, as amended, and Bylaws, as amended, of Pre-Paid.
