Common use of 1Authority Clause in Contracts

1Authority. Purchaser is a Delaware limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware and its status is active, and Purchaser is in good standing and duly qualified to transact business under the laws of the states where it conducts business. This Agreement and all documents necessary to the Contemplated Transactions executed or to be executed by Purchaser (a) will be duly authorized, executed and delivered by Purchaser, (b) will be legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought, (c) will not contravene, conflict with or result in a ​ ​ violation of the Certificate of Formation, Operating Agreement or any resolution adopted by the board of directors, committee, or members of Purchaser, (d) will not contravene, conflict with, or result in a material violation or material breach of any provision of, or give any Person the right to declare a material default or exercise any material remedy under, any Legal Requirement or any Contract to which Purchaser is a party or any of the assets owned or used by Purchaser may be subject, (e) will not cause any assets owned or used by Purchaser to be reassessed or revalued by any Governmental Authority, (f) will not contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Purchaser or that otherwise relates to the business of Purchaser or to any of the assets owned or used by Purchaser, or (g) will not give any Person the right to any material payment by Purchaser (other than the payments to Seller expressly contemplated, and subject to the terms and conditions, herein) or give rise to any acceleration or change in any material award, grant, vesting or determination of options, warrants, rights, or severance payments of Purchaser in favor of any Person, in any such case resulting from the Contemplated Transactions. Purchaser has the full right, power, and authority, without the necessity of obtaining the consent or approval of any other Person, to enter into this Agreement and to perform its obligations under this Agreement.

1Authority. Purchaser is a Delaware limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware and its status is active, and Purchaser is in good standing and duly qualified to transact business under the laws of the states where it conducts business. This Agreement and all documents necessary to the Contemplated Transactions executed or to be executed by Purchaser (a) will be duly authorized, executed and delivered by Purchaser, (b) will be legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought, (c) will not contravene, conflict with or result in a ​ ​ violation of the Certificate of Formation, Operating Agreement or any resolution adopted by the board of directors, committee, or members of Purchaser, (d) will not contravene, conflict with, or result in a material violation or material breach of any provision of, or give any Person the right to declare a material default or exercise any material remedy under, any Legal Requirement or any Contract to which Purchaser is a party or any of the assets owned or used by Purchaser may be subject, (e) will not cause any assets owned or used by Purchaser to be reassessed or revalued by any Governmental Authority, (f) will not contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Purchaser or that otherwise relates to the business of Purchaser or to any of the assets owned or used by Purchaser, or (g) will not give any Person the right to any material payment by Purchaser (other than the payments to Seller expressly contemplated, and subject to the terms and conditions, herein) or give rise to any acceleration or change in any material award, grant, vesting or determination of options, warrants, rights, or severance payments of Purchaser in favor of any Person, in any such case resulting from the Contemplated Transactions. Purchaser has the full right, power, and authority, without the necessity of obtaining the consent or approval of any other Person, to enter into this Agreement and to perform its obligations under this Agreement.