Due Authorizations. Each party represents and warrants to the other party that (a) it has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and (b) the individual executing this Agreement on behalf of such party is duly authorized to execute this Agreement on behalf of such party and to bind such party hereby.
Due Authorizations. Both END USER and EMS represent and warrant that they have the full right and authority to enter into this Agreement and to perform all of their respective obligations hereunder.
Due Authorizations. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder to be carried out by it have been duly authorized by all necessary action on the part of the Purchaser. This Agreement, and all agreements and documents executed and delivered pursuant to this Agreement, constitute valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with its terms, subject to applicable Bankruptcy Laws and other laws or equitable principles of general application affecting the rights of creditors generally.
Due Authorizations. Rakuten Mobile has the corporate power and authority and has taken all required corporate action on its part necessary to permit it to execute and deliver and to carry out the terms of this Agreement and the other resolutions, consents, agreements, instruments and documents contemplated hereby (collectively, the “Transaction Documents”).
Due Authorizations. All Authorizations required by each Obligor in connection with the entry into, performance, validity and enforceability of and admissibility in evidence in the jurisdiction of its incorporation of and the transactions contemplated by the Finance Documents have been obtained or effected (as appropriate) and are in full force and effect, except for any filings, applications and registrations of Security Documents which can only be made after the date of this Agreement.
Due Authorizations. Both EU and EMS represent and warrant that they have the full right and authority to enter into this Agreement and to perform all of their respective obligations hereunder.
Due Authorizations. Both YA and EMS represent and warrant that they have the full right and authority to enter into this Agreement and to perform all of their respective obligations hereunder.
Due Authorizations. Each Purchaser has full power and authority to execute this Agreement and the other Investment Documents to which it is, or is specified to be, a party. The execution and delivery by Purchaser of the Investment Documents, the performance by it of its obligations thereunder, and the Transactions have been duly and validly authorized by all necessary action on the part of each Purchaser. This Agreement has been, and each of the other Investment Documents when executed, will be, duly executed and delivered by Purchaser and constitute legal, valid and binding obligations of Purchaser enforceable in accordance with their respective terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).
Due Authorizations. Each of Parent and Merger Sub has all requisite power and authority to execute and deliver this Agreement and to perform all obligations to be performed by it thereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action of Parent and approved by the Board of Directors of Merger Sub. No other limited liability company proceedings on the part of Parent or corporate proceeding on the part of Merger Sub is necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity.
Due Authorizations. Execution of this Purchase and performance by LEGACY hereunder have been duly authorized by all requisite corporate action on the part of LEGACY, and this Purchase constitutes a valid and binding obligation of LEGACY and performance hereunder will not violate any provision of the Articles of Incorporation, Bylaws, agreements or other commitments of LEGACY.
