Execution, Delivery and Enforceability. Purchaser has all requisite limited liability company power and authority to execute and deliver, and to perform its obligations under, this Agreement and the Ancillary Agreements to which Purchaser is or becomes a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and of the Ancillary Agreements to which Purchaser is or becomes a party, the performance by Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary limited liability company action required on the part of Purchaser and no other limited liability company proceedings on its part are necessary to authorize the same. Assuming the due authorization, execution and delivery by Seller and Facility Purchaser of this Agreement and the Ancillary Agreements to which either is or becomes a party, this Agreement constitutes, and the Ancillary Agreements to which Purchaser is or becomes a party when executed by Purchaser will constitute, the valid and legally binding obligations of Purchaser, enforceable against Purchaser in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Cleco Midstream Resources LLC), Purchase and Sale Agreement (Cleco Corp)
Execution, Delivery and Enforceability. Purchaser CPS has all requisite limited liability company power and authority to execute and deliver, and to perform its obligations under, this Agreement and the Ancillary Agreements to which Purchaser CPS is or becomes a party and to consummate the transactions contemplated hereby and thereby. The execution Execution, delivery and delivery performance by Purchaser CPS of this Agreement and of the Ancillary Agreements to which Purchaser CPS is or becomes a party, the performance by Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary limited liability company action required on the part of Purchaser CPS and no other limited liability company proceedings on its the part are of CPS is necessary to authorize this Agreement and the sameAncillary Agreements to which CPS is or becomes a party or to consummate the transactions contemplated hereby and thereby. Assuming the due authorization, execution Execution and delivery by Seller and Facility Purchaser of this Agreement and the Ancillary Agreements to which either Seller is or becomes a partyparty when Executed by Seller, this Agreement constitutes, and the Ancillary Agreements to which Purchaser CPS is or becomes a party when executed Executed and delivered by Purchaser CPS will constitute, the valid and legally binding obligations of PurchaserCPS, enforceable against Purchaser CPS in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ ' rights and by general equitable principles.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Texas Genco Holdings Inc), Purchase and Sale Agreement (Aep Texas Central Co)
Execution, Delivery and Enforceability. Purchaser Seller has all requisite limited liability company power and authority to execute and deliver, and to perform its obligations under, this Agreement and the Ancillary Agreements to which Purchaser it is or becomes a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser Seller of this Agreement and of the Ancillary Agreements to which Purchaser it is or becomes a party, the performance by Purchaser Seller of its obligations hereunder and thereunder and the consummation by Purchaser Seller of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary limited liability company action required on the part of Purchaser Seller and no other limited liability company proceedings on its part are necessary to authorize the same. Assuming the due authorization, execution and delivery by Seller Purchaser and Facility Purchaser of this Agreement and the Ancillary Agreements to which either is or becomes a party, this Agreement constitutes, and the Ancillary Agreements to which Purchaser Seller is or becomes a party when executed and delivered by Purchaser it will constitute, the its valid and legally binding obligations of Purchaserobligations, enforceable against Purchaser it in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Cleco Midstream Resources LLC), Purchase and Sale Agreement (Cleco Corp)
Execution, Delivery and Enforceability. Purchaser Seller has all requisite limited liability company power and authority to execute and deliver, and to perform its obligations under, this Agreement and the Ancillary Agreements to which Purchaser it is or becomes a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser Seller of this Agreement and of the Ancillary Agreements to which Purchaser it is or becomes a party, the performance by Purchaser Seller of its obligations hereunder and thereunder and the consummation by Purchaser Seller of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary limited liability company action required on the part of Purchaser Seller and no other limited liability company proceedings on its part are necessary to authorize the same. Assuming the due authorization, execution and delivery by Seller Purchaser and Facility Transmission Purchaser of this Agreement and the Ancillary Agreements to which either is or becomes a party, this Agreement constitutes, and the Ancillary Agreements to which Purchaser Seller is or becomes a party when executed and delivered by Purchaser it will constitute, the its valid and legally binding obligations of Purchaserobligations, enforceable against Purchaser it in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ ' rights and by general equitable principles.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Entergy Gulf States Inc)
Execution, Delivery and Enforceability. Purchaser has all requisite limited liability company corporate power and authority to execute and deliver, and to perform its obligations under, this Agreement and the Ancillary Agreements to which Purchaser it is or becomes a party and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Purchaser of this Agreement and of the Ancillary Agreements to which Purchaser is or becomes a party, the performance by Purchaser of its obligations hereunder and thereunder thereunder, and the consummation by Purchaser of the transactions contemplated hereby and thereby, Transactions have been duly and validly authorized by all necessary limited liability company corporate action required on the part of Purchaser Purchaser, and no other limited liability company corporate acts, approvals, or proceedings on its part or on the part of the holders of any of its equity or debt securities are necessary to authorize the same. Assuming the due authorization, execution execution, and delivery by Seller and Facility Purchaser of this Agreement and the Ancillary Agreements to which either Seller is or becomes a party, this Agreement constitutes, and the Ancillary Agreements to which Purchaser is or becomes a party when executed by Purchaser will shall constitute, the valid and legally binding obligations of Purchaser, enforceable against Purchaser in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.
Appears in 1 contract
Execution, Delivery and Enforceability. Such Purchaser has all requisite limited liability company power and authority to execute and deliver, and to perform its obligations under, this Agreement and the Ancillary Agreements to which Purchaser it is or becomes a party and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by such Purchaser of this Agreement and of the Ancillary Agreements to which such Purchaser is or becomes a party, the performance by such Purchaser of its obligations hereunder and thereunder and the consummation by such Purchaser of the transactions contemplated hereby and thereby, Transactions have been duly and validly authorized by all necessary corporate or limited liability company action required on the part of such Purchaser and no other limited liability company proceedings on its part approvals from the holders of any of such Purchaser's equity or debt securities are necessary to authorize the same. Assuming the due authorization, execution and delivery by Seller and Facility Purchaser of this Agreement and the Ancillary Agreements to which either Seller is or becomes a party, this Agreement constitutes, and the Ancillary Agreements to which such Purchaser is or becomes a party when executed by such Purchaser will shall constitute, the valid and legally binding obligations of such Purchaser, enforceable against such Purchaser in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ ' rights and by general equitable principles.
Appears in 1 contract
Samples: Asset Purchase Agreement (Entergy Gulf States Louisiana, LLC)
Execution, Delivery and Enforceability. Purchaser has all requisite limited liability company corporate power and authority to execute and deliver, and to perform its obligations under, this Agreement and the Ancillary Agreements to which Purchaser it is or becomes a party and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Purchaser of this Agreement and of the Ancillary Agreements to which Purchaser is or becomes a party, the performance by Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated hereby and therebyTransactions, have been duly and validly authorized by all necessary limited liability company corporate action required on the part of Purchaser and no other limited liability company corporate acts, approvals, or proceedings on its part or on the part of the holders of any of its equity or debt securities are necessary to authorize the same. Assuming the due authorization, execution and delivery by Seller and Facility Purchaser of this Agreement and the Ancillary Agreements to which either Seller is or becomes a party, this Agreement constitutes, and the Ancillary Agreements to which Purchaser is or becomes a party when executed by Purchaser will shall constitute, the valid and legally binding obligations of Purchaser, enforceable against Purchaser in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.
Appears in 1 contract
Samples: Asset Purchase Agreement (Dynegy Acquisition, Inc.)