Execution; Due Authority Sample Clauses

Execution; Due Authority. (a) The execution, delivery and performance of the Original Agreement, this Agreement, the Investors Rights Agreement, the Apollo Warrants and the Royalty Agreement (and all other documents required to be executed and delivered by the Company or any of the Guarantors) 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 each of the Guarantors, except for obtaining the Requisite Shareholder Approval. (b) This Agreement, the Original Agreement, the Investors Rights Agreement and the Royalty Agreement have been duly executed and delivered by the Company (and, in the case of the Royalty Agreement, AWP and PGRI Delaware) (and all documents required to be executed and delivered by the Company or any of the Guarantors at or prior to the Closing will be duly executed and delivered by the Company and/or such Guarantors) and this Agreement, the Investors Rights Agreement and the Royalty Agreement constitute, and at the Closing (assuming the due and valid execution and delivery of such documents by the other parties thereto) such documents will constitute, the valid and binding obligations of the Company and each of the Guarantors, enforceable in accordance with their terms, except for the Enforceability Exceptions. The Apollo Warrants will, when issued, have been duly executed and delivered by the Company and will constitute the valid and binding obligations of the Company, enforceable in accordance with their terms, except for the Enforceability Exceptions.

Execution; Due Authority. (a) Subject to the filing of the Articles of Amendment with the Secretary of State of the State of Florida, the execution, delivery and performance of this Agreement, the Shareholders Agreement and the Warrants (and all other documents required to be executed and delivered by the Company) 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 action on the part of the shareholders of the Company is required. (b) This Agreement and the Shareholders Agreement have been duly executed and delivered by the Company (and all documents required to be executed and delivered by the Company at or prior to the Closing will be duly executed and delivered by the Company) and this Agreement and the Shareholders Agreement constitute, and at the Closing (assuming the due and valid execution and delivery of such documents by the other parties thereto) such documents will constitute, the valid and binding obligations of the Company, enforceable in accordance with their terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting creditors’ rights generally and subject to general principles of equity and implied covenants of good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law (the “Enforceability Exceptions”). The Warrants will, when issued, have been duly executed and delivered by the Company and will constitute the valid and binding obligations of the Company, enforceable in accordance with their terms, except for the Enforceability Exceptions.

Execution; Due Authority. (a) The execution, delivery and performance of this Agreement and the Shareholders Agreement (and all other documents required to be executed and delivered by the Purchaser) have been duly and validly authorized by all necessary corporate action on the part of such Purchaser. (b) This Agreement and the Shareholders Agreement have been duly executed and delivered by such Purchaser (and all documents required to be executed and delivered by such Purchaser at the Closing will be duly executed and delivered by such Purchaser), and this Agreement constitutes, and at the Closing (assuming the due and valid execution and delivery of such documents by the other parties thereto) such documents will constitute, the valid and binding obligations of such Purchaser, enforceable in accordance with their terms, except for the Enforceability Exceptions.