Common use of Execution and Effect of Agreement Clause in Contracts

Execution and Effect of Agreement. The Company has the requisite partnership power and authority to enter into and perform this Agreement and all other agreements, certificates and documents executed or delivered, or to be executed or delivered, by the Company in connection herewith (collectively, with this Agreement, "Seller's Documents"). Each of the Lessees has the requisite corporate power and authority to enter into and perform this Agreement and all other Seller's Documents. Subject to obtaining the consents set forth on Schedule 5.4, as of the date hereof and on the Closing Date, the Company and the Lessees will have the full right, power and authority to sell, assign, transfer and deliver the Purchased Assets owned or leased by them as provided in this Agreement. Except as set forth on Schedule 5.4 hereto, no consent, approval, authorization or waiver is required in connection with the execution, delivery and performance of this Agreement by the Company or the Lessees or the sale, assignment, transfer and delivery of the Purchased Assets contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and each Lessee, and Seller's Documents are (or when executed and delivered will be) legal, valid and binding obligations of the Company and each Lessee, enforceable in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that the availability of the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Execution and Effect of Agreement. (a) The Company Seller has the requisite partnership limited liability company power and authority to enter into execute and perform this Agreement and all other agreements, certificates and documents executed or delivered, or to be executed or delivered, by the Company in connection herewith (collectively, with deliver this Agreement, "Seller's Documents")to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each The execution and delivery of this Agreement by the Seller and the consummation by the Seller of the Lessees has transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the requisite corporate power and authority to enter into and perform this Agreement and all other Seller's Documents. Subject to obtaining the consents set forth on Schedule 5.4, as part of the date hereof Seller, and no other limited liability company action on the Closing Date, part of the Company and the Lessees will have the full right, power and authority Seller (or any other Person) is necessary to sell, assign, transfer and deliver the Purchased Assets owned or leased by them as provided in this Agreement. Except as set forth on Schedule 5.4 hereto, no consent, approval, authorization or waiver is required in connection with authorize the execution, delivery and performance of this Agreement by and the Company or the Lessees or the sale, assignment, transfer and delivery of the Purchased Assets transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company Seller and each Lessee, and Seller's Documents are (or when executed and delivered will be) constitutes the legal, valid and binding obligations obligation of the Company and each LesseeSeller, enforceable against the Seller in accordance with their respective its terms, except as such enforceability is limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws relating to or affecting generally the enforcement of creditors' ’ rights and remedies generally, and subject as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and except as limited by the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution by a party with respect to a liability where such indemnification or contribution is contrary to public policy (the “Enforceability Exceptions”). (b) Each Management Member has full power (trust or otherwise) and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each Management Member and constitutes the legal, valid and binding obligation of each Management Member, enforceable against such Management Member in accordance with its terms, subject to the extent that the availability of the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtEnforceability Exceptions.

Execution and Effect of Agreement. The Company Seller has the requisite partnership full power and authority to enter into execute and perform deliver this Agreement and all each of the other agreements, certificates certificates, schedules and documents executed or delivered, or instruments to be executed or delivered, by the Company and delivered in connection herewith (collectively, with this Agreement, "Seller's Documents"). Each the consummation of the Lessees has Acquisition (the requisite corporate power “Transaction Documents”) to which it is a party, to perform its obligations hereunder and authority thereunder, and to enter into consummate the Acquisition. The execution, delivery and perform performance by each of the Jet Center Entities of this Agreement and all the other Seller's Documents. Subject Transaction Documents to obtaining which it is a party and the consents set forth on Schedule 5.4, as consummation by each such legal entity of the date hereof Acquisition have been duly and on the Closing Datevalidly authorized and approved by each such legal entity and, the Company and the Lessees will have the full right, power and authority to sell, assign, transfer and deliver the Purchased Assets owned or leased by them as provided in this Agreement. Except except as set forth on Schedule 5.4 hereto2.2, no consent, approval, authorization or waiver other proceeding on the part of any such legal entity is required in connection with necessary to authorize the execution, delivery and performance by such legal entity of this Agreement by the Company or the Lessees other Transaction Documents to which the Acquiror is a party or the sale, assignment, transfer and delivery consummation of the Purchased Assets contemplated herebyAcquisition. This Agreement has and the other Transaction Documents to which each of the Jet Center Entities is a party have been duly authorized, and validly executed and delivered by each such legal entity and (assuming the Company valid execution and each Lessee, delivery thereof by the Acquiror and Seller's Documents are (or when executed and delivered will beany other parties thereto) constitute the legal, valid and binding obligations of the Company and each Lesseesuch legal entity, enforceable against each such legal entity in accordance with their respective terms, except as such enforceability is limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws relating to or affecting generally the enforcement of creditors' ’ rights and except remedies generally, and subject as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, the extent that the availability of the remedy of specific performance “Bankruptcy and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtEquity Exceptions”).

Execution and Effect of Agreement. The Company (a) Purchaser has the requisite partnership corporate power and authority to enter into and perform this Agreement and all other agreements, certificates and documents executed or delivered, delivered or to be executed or delivered, delivered by the Company Parent or Purchaser in connection herewith (collectively, with this Agreement, "SellerPurchaser's Documents"). Each The execution, delivery and performance by Purchaser of the Lessees has the requisite Purchaser's Documents have been duly authorized by all necessary corporate power and authority to enter into and perform this Agreement and all other Seller's Documentsaction of Purchaser. Subject to obtaining the consents set forth on Schedule 5.4, as expiration or earlier termination of the date hereof and on applicable waiting period under the Closing Date, the Company and the Lessees will have the full right, power and authority to sell, assign, transfer and deliver the Purchased Assets owned or leased by them as provided in this Agreement. Except as set forth on Schedule 5.4 heretoHSR Act, no consent, approval, authorization or waiver is required in connection with the execution, delivery and performance of this Agreement by the Company or the Lessees or the sale, assignment, transfer and delivery of the Purchased Assets contemplated herebyPurchaser. This Agreement has been duly authorized, executed and delivered by the Company Purchaser and each Lessee, and SellerPurchaser's Documents are (or when executed and delivered by Purchaser will be) legal, valid and binding obligations of the Company and each LesseePurchaser, enforceable in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that the availability of the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) Parent has the requisite corporate power and authority to enter into and perform this Agreement. Subject to the approval of Parent's Board of Directors, the execution, delivery and performance by Parent of Purchaser's Documents have been duly authorized by all necessary corporate action of Parent. Subject to expiration or earlier termination of the applicable waiting period under the HSR Act, no consent, approval, authorization or waiver is required in connection with the execution, delivery and performance of this Agreement by Parent. This Agreement has been duly executed and delivered by Parent and is (or when executed and delivered by Parent will be) legal, valid and binding obligations of Parent, enforceable in accordance with its respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that the availability of the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Execution and Effect of Agreement. The Company Seller has the requisite partnership power and authority to enter into and perform this Agreement and all other agreements, certificates and documents executed or delivered, or to be executed or delivered, by the Company in connection herewith (collectively, with this Agreement, "Seller's Documents"). Each of the Lessees has the requisite corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Seller and all other Seller's Documents. Subject to obtaining the consents set forth on Schedule 5.4, as consummation by the Seller of the date hereof transactions contemplated hereby have been duly authorized by all necessary action and no other proceeding on the Closing Date, part of the Company and the Lessees will have the full right, power and authority Seller is necessary to sell, assign, transfer and deliver the Purchased Assets owned or leased by them as provided in this Agreement. Except as set forth on Schedule 5.4 hereto, no consent, approval, authorization or waiver is required in connection with authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby (other than the approval of the transactions contemplated hereby by the Company or the Lessees or the sale, assignment, transfer and delivery of the Purchased Assets contemplated herebyRequired Shareholder Vote (as defined below). This Agreement has been duly authorized, executed and delivered by the Company Seller and each Lessee, and Seller's Documents are (or when executed and delivered will be) constitutes the legal, valid and binding obligations obligation of the Company and each LesseeSeller, enforceable against it in accordance with their respective its terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement Bankruptcy and Equity Exceptions. The affirmative vote of creditors' rights and except to the extent that the availability a majority of the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion outstanding voting shares of the court before Seller and voting at the Shareholder Meeting (as defined below) at which a quorum is present is a sufficient vote of the holders of any proceeding therefor may be broughtShares necessary to approve the transactions contemplated hereby (the "Required Shareholder Vote"). The quorum required for the Shareholder Meeting is a majority of the outstanding voting shares of the Seller (present in person or by proxy). Except for the consent of Xxxxx Fargo Foothill, Inc., formerly known as Foothill Capital Corporation and Ableco Finance, LLC, no vote or approval of: (a) any creditor of the Seller; (ii) any holder of any option or warrant granted by the Seller or (iii) any shareholder of any of the Seller's subsidiaries is necessary in order to approve or permit the consummation of the transactions contemplated hereby.