Power; Due Authorization. The execution, delivery and performance by LICENSEE of this AGREEMENT have been authorized by proper corporate action and are within its corporate powers. This AGREEMENT constitutes the legal, valid and binding obligation of LICENSEE, which is enforceable against LICENSEE in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights or by general principles of equity.
Power; Due Authorization. (i) Each Party has the power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder in accordance with the terms hereof, and (ii) all necessary corporate action to authorize the consummation of the transactions contemplated by this Agreement has been duly and effectively taken, including without limitation, the approval thereof by the members of Xxxxxx Xxxxxxxx. No further consent, authorization, approval, waiver or agreement of any person, party, court, government or entity is required to be obtained in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each party and is the valid and binding obligation of each Party, enforceable against it in accordance with its terms.
Power; Due Authorization. Borrower has the power under its organizational documents, and is duly authorized, to execute and deliver, and to perform its obligations under, each of the Loan Documents.
Power; Due Authorization. Claremont has the power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder in accordance with the terms hereof, and all necessary corporate action to authorize the consummation of the transactions contemplated by this Agreement on the part of Claremont has been duly and effectively taken, including, without limiting the generality of the foregoing, the approval thereof by the Board of Directors of Claremont, excepting only the approval of the shareholders of Claremont.
Power; Due Authorization. Each of Analogy and Subsidiary has the power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder in accordance with the terms hereof, and all necessary corporate action to authorize the consummation of the transactions contemplated by this Agreement on the part of each of Analogy and Subsidiary has been duly and effectively taken, including, without limiting the generality of the foregoing, the approval thereof by the Boards of Directors of Analogy and Subsidiary and by Analogy as the sole shareholder of Subsidiary.
Power; Due Authorization. Each of CBSI and Sub has the power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder in accordance with the terms hereof, and all necessary corporate action to authorize the consummation of the transactions contemplated by this Agreement on the part of each of CBSI and Sub has been duly and effectively taken, including, without limiting the generality of the foregoing, the approval thereof by the Boards of Directors of CBSI and Sub and by CBSI as the sole shareholder of Sub, excepting only the approval of the Shareholders of CBSI.
Power; Due Authorization. Each of Claremont and Subsidiary has the power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder in accordance with the terms hereof, and all necessary corporate action to authorize the consummation of the transactions contemplated by this Agreement on the part of each of Claremont
Power; Due Authorization. GenRad has the power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder in accordance with the terms hereof, and all necessary corporate action to authorize the consummation of the transactions contemplated by this Agreement by GenRad has been duly and effectively taken, including, without limiting the generality of the foregoing, the approval thereof by the Board of Directors of GenRad.
Power; Due Authorization. Subject only to the approval of this Agreement and the transactions contemplated hereby by Symmetry's shareholders (i) Symmetry has the power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder in accordance with the terms hereof, and (ii) all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement on the part of Symmetry has been duly and effectively taken, including, without limiting the generality of the foregoing, the approval thereof by the Board of Directors of Symmetry. This Agreement is a valid and binding obligation of 7- AGREEMENT AND PLAN OF MERGER Symmetry, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws applicable to creditors' rights and remedies and general principles of equity. At the Closing, Symmetry will deliver to Analogy a certified copy of the resolutions adopted by Symmetry's Board of Directors to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.
Power; Due Authorization. Subject only to the approval of this Agreement and the transactions contemplated hereby by the Shareholders (i) OpTex has the power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder in accordance with the terms hereof, and (ii) all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement on the part of OpTex has been duly and effectively taken, including, without limiting the generality of the foregoing, the approval thereof by the Board of
