Power and Authority to Sell. The Seller has full right, power and the authority to sell, assign and transfer the Mezzanine Loan Interest.
Power and Authority to Sell. Seller is a validly existing legal entity in good standing, has full power, authority and legal right to enter into this Agreement and to transfer and convey to Purchaser full legal and beneficial ownership of the Property and the person or persons executing this Agreement and documents at Settlement on behalf of Seller have executed and delivered this Agreement and other documents under full authority duly given to them by the proper representatives of Seller.
Power and Authority to Sell. Sell full right, power and authority to enter into this Agreement and the other agreements, documents and instruments to be executed and delivered by Seller pursuant hereto and to consummate the transactions contemplated of it hereunder and thereunder, and the consummation by Seller of all transactions contemplated of it hereunder and thereunder has been duly authorized by all necessary corporate action. This Agreement constitutes, and when executed and delivered each of the other agreements, documents and instruments to be executed by Seller pursuant hereto will constitute a legal, valid and binding obligation of the Seller enforceable against the Seer in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or moratorium laws or other similar laws affecting enforcement of creditor's rights generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).
Power and Authority to Sell. The Selling Shareholder has the power and authority to sell the Shares to Purchaser pursuant to this Agreement free and clear and to execute, deliver and otherwise perform this Agreement, and the Selling Shareholder’s Managers have authorized and approved the execution, delivery and performance of this Agreement. Notwithstanding any provision to the contrary in this Agreement, except as set forth in the express representations and warranties above, no representations or warranties are made by the Selling Shareholder. The Selling Shareholder makes no representations or warranties as to the Company’s business, financial condition, assets, liabilities or obligations, or as to the value or liquidity of the Shares. It is acknowledged and agreed that the acquisition of the Shares by the Purchaser is on an “as is”, “where is” and “with all faults” basis.
Power and Authority to Sell. LH has the power and authority to execute, deliver and otherwise perform this Agreement and the agreements, instruments and documents to be executed and delivered by it pursuant to this Agreement; and without limiting the foregoing, LH's Management Committee has authorized and approved the execution, delivery and performance of this Agreement and the agreements, instruments and documents to be executed and delivered by it pursuant to this Agreement and a certified copy of such consent has been delivered to eMissions at the time this Agreement has been executed and delivered.
Power and Authority to Sell eMissions has the corporate power and authority to execute, deliver and other wise perform this Agreement and the agreements, instruments and documents to be executed and delivered by it pursuant to this Agreement.
Power and Authority to Sell. Irish has the power and authority to sell the Irish Shares and to deliver the proceeds to eMissions pursuant to this Agreement free and clear as provided in clause (iii) above and to execute, deliver and otherwise perform this 200 Agreement and the agreements, instruments and documents to be executed and delivered by it pursuant to this Agreement.
Power and Authority to Sell. The Seller has full right, power and the authority to sell, assign and transfer the Preferred Equity Security.
Power and Authority to Sell. Seller is a validly existing legal entity, has filed its most recent report required by law with the Indiana Secretary of State (or is not yet required to file such report), and has filed no notice of withdrawal, dissolution or expiration with the Indiana Secretary of State; has full power, authority and legal right to enter into this Contract and to transfer and convey to Purchaser full legal and beneficial ownership of the Real Estate; and the person or persons executing this Contract and documents at Closing on behalf of Seller have executed and delivered this Contract and other documents under full authority duly given to them by the proper representatives of Seller.
Power and Authority to Sell. Seller has full power and authority to convey and sell the Property and the conveyance and sale of the Property has been duly authorized and approved by all required persons.
