Validity of Obligations. The execution and delivery of this Agreement by the Company and the performance of the transactions contemplated herein have been duly and validly authorized by the Board of Directors of the Company and this Agreement has been duly and validly authorized by all necessary corporate action and is a legal, valid and binding obligation of the Company.
Validity of Obligations. (a) The Performance Guarantor agrees that its obligations under this Performance Guaranty are absolute and unconditional, irrespective of: (i) the validity, enforceability, avoidance, subordination, discharge, or disaffirmance by any Person (including a trustee in bankruptcy or insolvency practitioner) of the Guaranteed Obligations, (ii) the absence of any attempt by the Administrative Agent (or by the Seller or Canadian Guarantor) to collect on any Pool Receivables or to realize upon any other Collateral or any other property or collateral, or to obtain performance or observance of the Guaranteed Obligations from the Covered Entities or the Seller, the Canadian Guarantor or any other Person, (iii) the waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by the Administrative Agent (or by the Seller or Canadian Guarantor) with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance of, or in any other term of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (v) any law, rule, regulation or order of any jurisdiction affecting any term or provision of any of the Guaranteed Obligations, or rights of the Administrative Agent (or of the Seller or Canadian Guarantor) with respect thereto, (vi) the failure by the Administrative Agent (or by the Seller or Canadian Guarantor) to take any steps to perfect and maintain perfected its interest in any Collateral or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any consent, authorization or approval from or other action by or to notify or file with, any Governmental Authority required in connection with the performance of the obligations hereunder by the Performance Guarantor, (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense available to, or a discharge of any Covered Entity or the Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral or any other assets of any Covered Entity or of the Seller or Canadian Guarantor, or proceeds thereof, to satisfy ...
Validity of Obligations. 21 5.27 RELATIONS WITH GOVERNMENTS......................................21 5.28 DISCLOSURE......................................................21 5.29
Validity of Obligations. The execution and delivery of this Agreement by LandCARE and the performance of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of LandCARE and this Agreement has been duly and validly authorized by all necessary corporate action and is a legal, valid and binding obligation of LandCARE.
Validity of Obligations. The execution and delivery of this Agreement by CSI and NEWCO and the performance of the transactions contemplated herein have been duly and validly authorized by the Boards of Directors of CSI and NEWCO and this Agreement has been duly and validly authorized by all necessary corporate action and is a legal, valid and binding obligation of CSI and NEWCO.
Validity of Obligations. The execution and delivery of this Agreement by TCI and Newco and the performance of the transactions contemplated herein have been duly and validly authorized by the respective Boards of Directors of TCI and Newco and this Agreement has been duly and validly authorized by all necessary corporate action and is a legal, valid and binding obligation of TCI and Newco.
Validity of Obligations. The execution and delivery of this Agreement by METALS and NEWCO and the performance of the transactions contemplated herein have been duly and validly authorized by the respective Boards of Directors of METALS and NEWCO and this Agreement has been duly and validly authorized by all necessary corporate action and is a legal, valid and binding obligation of METALS and NEWCO.
Validity of Obligations. The execution and delivery of this Agreement by IES and the performance of the transactions contemplated herein have been duly and validly authorized by the Board of Directors of IES and this Agreement has been duly and validly authorized by all necessary corporate action and is a legal, valid and binding obligation of IES.
Validity of Obligations. 38 6.17 Disclosure......................................................38 6.18
Validity of Obligations. The execution and delivery of this Agreement by Buyer and the performance by Buyer of the transactions contemplated therein have been duly and validly authorized by the Board of Directors of Buyer, and this Agreement has been duly and validly authorized by all necessary corporate action, duly executed and delivered at or prior to the Closing and shall be the legal, valid and binding obligations of Buyer, enforceable against it in accordance with its’ terms.
