Enforceability; Authorization. (a) The Company has all legal right, power, authority and capacity to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the Transactions; provided, that such performance and consummation is subject to the issue of the Preference Shares under the authority granted to the directors by the Articles. The execution, delivery, and performance by the Company of this Agreement and the other Transaction Documents to which it is a party and the consummation of the Transactions have been duly and validly authorized and approved by all necessary corporate or other action of the Company (including approval of the Board and its shareholders). This Agreement has been duly executed and delivered by the Company and is, and each of the other Transaction Documents to which it is a party, when duly executed and delivered by the Company, will be, assuming due execution and delivery of the same by the relevant counterparties thereto, the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Carveouts.
Enforceability; Authorization. This Agreement and each Transaction Document to which the Companies are party have been or will be duly and validly executed and delivered by, and constitutes or will constitute a legal, valid and binding obligation of, the Companies, as applicable, enforceable against the Companies, as applicable, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar Legal Requirements affecting the enforcement of creditors’ rights generally and by general principles of equity. The execution and delivery of this Agreement and each Transaction Document to which the Companies are parties, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary limited partnership, limited liability partnership or limited liability company proceedings on the part of the Companies, and no other proceedings on the part of the Companies or their governing body, Sellers, or members, as applicable, are necessary to authorize this Agreement and the Transaction Documents to which the Companies, as applicable, are parties or to consummate the transactions contemplated hereby pursuant to the terms and conditions of this Agreement.
Enforceability; Authorization. This Agreement and each other Transaction Document to which the Company is or will be a party has been or will be duly executed and delivered by, and constitutes or will constitute a legal, valid and binding obligation of, the Company, enforceable against the Company in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity. The execution and delivery of this Agreement and each other Transaction Document to which the Company is or will be a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of the Company and no other proceedings on the part of the Company or its shareholders are necessary to authorize this Agreement and the Transaction Documents to which the Company is or will be a party or to consummate the transactions contemplated hereby or thereby pursuant to the terms and conditions of this Agreement and the other Transaction Documents.
Enforceability; Authorization. (a) Purchaser has all legal right, power, authority and capacity to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the Transactions; provided, that such performance and consummation is subject to (i) solely with respect to the adoption of the Amended and Restated Articles in connection with the adoption of the New Shareholders Agreement (the “Adoption”), the Purchaser Shareholder Approval, and (ii) solely with respect to the Xxxxxxx.xxx Investment Agreement Termination, approval by the board of directors of Xxxxxxx.xxx Limited. As of the date hereof and the Initial Repurchase Closing Date, the execution, delivery, and performance by Purchaser of this Agreement and the other Transaction Documents to which it is a party and the consummation of the Transactions has been duly and validly authorized and approved by all necessary corporate or other action of Purchaser (including approval of its board of directors); provided, further, that (i) solely with respect to the Adoption, such performance is subject to the Purchaser Shareholder Approval and (ii) solely with respect to the Xxxxxxx.xxx Investment Agreement Termination, approval by the board of directors of Xxxxxxx.xxx Limited. This Agreement has been duly executed and delivered by Purchaser and is, and each of the other Transaction Documents to which it is a party, when duly executed and delivered by Purchaser and the other parties thereto, will be, the legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, subject to the Enforceability Carveouts.
Enforceability; Authorization. The person executing any instruments for or on behalf of the Buyer was fully authorized to act on behalf of Buyer and this Agreement is valid and enforceable against Buyer in accordance with its terms except as its enforceability may be limited by bankruptcy, insolvency, moratorium or other laws relating to or affecting the rights of creditors generally and the exercise of judicial discretion in accordance with general equitable principles and each instrument to be executed by Buyer pursuant hereto or in connection therewith will, when executed, be valid and enforceable against Buyer in accordance with its terms except as its enforceability may be limited by bankruptcy, insolvency, moratorium or other laws relating to or affecting the rights of creditors generally and the exercise of judicial discretion in accordance with general equitable principles. No approval, consent, order or authorization of, or designation, registration or declaration with, any governmental authority, including, but not limited to, subdivision approval, is required in connection with the valid execution and delivery of and compliance with this Agreement by Buyer.
Enforceability; Authorization. (a) Upon the execution and delivery by NBBS and the Members of this Agreement and each other agreement to be executed or delivered by any or all of NBBS and Members hereunder (the “Closing Agreements”), this Agreement and each Closing Agreement will constitute the legal, valid and binding obligation of NBBS and the Members, enforceable against each of them, in accordance with the respective terms of this Agreement and the Closing Agreements except to the extent that their enforcement is limited by bankruptcy, insolvency, reorganization or other Laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity, or enforceability of Closing Agreements restricting competition by NBBS or the Members for a period in excess of three (3) years.
Enforceability; Authorization. This Agreement and each other Transaction Document to which Purchaser is a party have been or will be duly and validly executed and delivered by, and constitute or will constitute a legal, valid and binding obligation of, the Purchaser, enforceable against Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar Legal Requirements affecting the enforcement of creditors’ rights generally and by general principles of equity. The execution and delivery of this Agreement and each other Transaction Document to which Purchaser is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate proceedings on the part of Purchaser, and no other proceedings on the part of Purchaser, its stockholder or its governing body are necessary to authorize this Agreement and the Transaction Documents to which Purchaser is a party or to consummate the transactions contemplated hereby pursuant to the terms and conditions of this Agreement.
Enforceability; Authorization. This Agreement has been duly executed and delivered by such Seller and this Agreement constitutes a legal, valid and binding obligation of such Seller enforceable against it in accordance with the terms hereof, subject to: (i) judicial principles limiting the availability of specific performance, injunctive relief, and other equitable remedies; and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally. Such Seller has the power, authority and capacity to execute this Agreement and any other documentation relating to this Agreement, including to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver, and to perform its obligations under this Agreement.
Enforceability; Authorization. This Agreement has been duly executed and delivered by the Purchaser and this Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with the terms hereof, subject to: (i) judicial principles limiting the availability of specific performance, injunctive relief, and other equitable remedies; and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally. The Purchaser has the power, authority and capacity to execute this Agreement and any other documentation relating to this Agreement, including to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver, and to perform its obligations under this Agreement, including issuing the Purchaser Stock and causing the issuance of the Company Stock, and has taken all necessary action to authorize such execution, delivery and performance.
Enforceability; Authorization. This Agreement and the documents, affidavits, certificates and other instruments to be executed and delivered by Seller pursuant hereto are, or will be when executed and delivered by Seller, the legal, valid and binding obligations of Seller and enforceable against Seller in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, receivership and other similar laws affecting the rights and remedies of creditors generally and by general principles of equity (whether applied by a court of law or equity). Seller has obtained all consents necessary for, and possesses full authority and legal right to authorize Seller's entry into and performance of this Agreement, the documents, affidavits, certificates and other instruments to be executed and delivered by Seller pursuant hereto and/or the transactions contemplated hereby or thereby. ·
