Authority; Enforceability; Effect of Agreement. Such Party has all necessary organizational power and authority to execute, deliver and perform this Agreement. This Agreement has been duly authorized by all necessary corporate action of such Party, and has been duly executed and delivered by such Party. Assuming the due authorization, execution and delivery by the other Party, this Agreement constitutes a valid and legally binding obligation of such Party, enforceable against such Party in accordance with its terms.
Authority; Enforceability; Effect of Agreement i) The Company has full corporate power and corporate authority to enter into, execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly authorized by all necessary corporate action of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company and is enforceable against the Company in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally, or the availability of equitable remedies.
Authority; Enforceability; Effect of Agreement. 7.2.1 Purchaser has full corporate power and corporate authority to enter into, execute and deliver each Transaction Contract to which it is a party and perform its obligations thereunder. Each Transaction Contract to which Purchaser is a party has been duly authorized by all necessary corporate action of Purchaser. This Agreement has been, and at the Closing each other Transaction Contract to which Purchaser is a party will be, duly executed and delivered by Purchaser. Assuming each Transaction Contract to which Purchaser is a party is duly executed and delivered by Seller to the extent it is a party thereto, this Agreement constitutes and, at the Closing, each other Transaction Contract to which Purchaser is a party will constitute, a valid and legally binding obligation of Purchaser, 7 20 enforceable against Purchaser in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally, or the availability of equitable remedies.
Authority; Enforceability; Effect of Agreement i) Each Seller has the requisite capacity to enter into, execute and deliver this Agreement and perform his obligations hereunder. This Agreement has been duly executed and delivered by each Seller and, assuming this Agreement is duly executed and delivered by the Company, constitutes a valid and legally binding obligation of each Seller enforceable against such Seller in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally, or the availability of equitable remedies. No Seller has dissenter's rights under applicable law.
Authority; Enforceability; Effect of Agreement i. Seller has full power and authority to enter into, execute and deliver this Agreement and perform its obligations hereunder and the other agreement, documents and instruments contemplated hereby. This Agreement has been duly authorized by all necessary corporate action of Seller, including, without limitation, the authorization and approval by its shareholders, if required by the Delaware General Corporation Law, and its Board of Directors . This Agreement has been duly executed and delivered by Seller and, assuming this Agreement is duly executed and delivered by Purchaser, constitutes a valid and legally binding obligation of Seller enforceable against it in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors’ rights generally, or the availability of equitable remedies.
Authority; Enforceability; Effect of Agreement i. Each of Apollo and Acquisition has full power and authority to enter into, execute and deliver this Agreement and perform its respective obligations hereunder. This Agreement has been duly authorized by all necessary action of Apollo and Acquisition. This Agreement has been duly executed and delivered by Apollo and Acquisition and constitutes a valid and legally binding obligation of each of them and is enforceable against each of them in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors’ rights generally, or the availability of equitable remedies.
Authority; Enforceability; Effect of Agreement. Toshiba has all necessary organizational power and authority to execute, deliver and perform this Agreement. This Agreement has been duly authorized by all necessary corporate action of Toshiba, and has been duly executed and delivered by Toshiba. Assuming the due authorization, execution and delivery by each Interested Party, this Agreement constitutes a valid and legally binding obligation of Toshiba, enforceable against Toshiba in accordance with its terms.
Authority; Enforceability; Effect of Agreement. You have the full power and authority to enter into, execute and deliver this Agreement and perform the obligations hereunder. This Agreement has been duly executed and delivered by you. Assuming this Agreement has been duly executed and delivered by each other party hereto, this Agreement constitutes a valid and legally binding obligation of you, enforceable against you in accordance with its terms.
Authority; Enforceability; Effect of Agreement. Linktone has full corporate power and corporate authority to enter into, execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly authorized by all necessary corporate action of Linktone. This Agreement has been duly executed and delivered by Linktone. Assuming this Agreement has been duly executed and delivered by each other party hereto, this Agreement constitutes a valid and legally binding obligation of Linktone, enforceable against Linktone in accordance with its terms.
Authority; Enforceability; Effect of Agreement. Solely with respect to this Section 5.2, the Issuer represents and warrants to the Purchaser with respect to the Issuer, and each Shareholder represents and warrants to the Purchaser with respect to the Issuer and such Shareholder, as follows:
