Authority; No Conflicts; Consents. Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of New York. Seller has obtained all necessary consents to enter into and perform this Contract and is fully authorized to enter into and perform this Contract and to complete the transactions contemplated by this Contract. No consent or approval of any person, entity or governmental authority is required for the execution or delivery of this Contract and the documents required to be executed and delivered at Closing, in each case, by Seller or the performance of Seller’s obligations hereunder. This Contract is, and the documents to be executed and delivered by Seller at Closing will be, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms. Neither the execution nor the performance of, or compliance with, this Contract by Seller has resulted, or will result, in any violation of, or default under, or acceleration of, any obligation under any existing corporate charter, certificate of incorporation, bylaw, articles of organization, limited liability company agreement or regulations, partnership agreement or other organizational documents and under any, mortgage indenture, lien agreement, promissory note, contract, or permit, or any judgment, decree, order, restrictive covenant, statute, rule or regulation, applicable to Seller or to the Hotel.
Authority; No Conflicts; Consents. (a) Acquired Corp has full power and authority to execute, deliver and perform this Agreement and the transactions contemplated hereunder. The execution, delivery and performance of this Agreement by Acquired Corp has been duly authorized and approved by all necessary corporate or other action, including, but not limited to, shareholders' consent, and no other corporate or other proceedings on the part of Acquired Corp are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Acquired Corp and is the legal, valid and binding obligation of Acquired Corp, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
Authority; No Conflicts; Consents. Each Contributor has all requisite limited liability company power and authority to execute and deliver each Transaction Document to which it is a party, to consummate the Transactions, and to perform all of the terms and obligations thereunder required to be performed by it. Each of the Transaction Documents to which such Contributor is a party has been duly and validly authorized, executed, and delivered by such Contributor, and (assuming the due and valid authorization, execution, and delivery by the other parties hereto and thereto) the Transaction Documents to which such Contributor is a party constitute the legal, valid, and binding obligations of such Contributor, enforceable against such Contributor in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar Laws affecting creditors’ rights and remedies generally. The consummation of the Transactions will not conflict with, require the consent of any third party (not previously received) or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of acceleration, termination, loss of benefits or rights, or cancellation of, or result in any Lien (other than a Permitted Lien) on, any of the equity or assets of such Contributor or its Contributor Subsidiaries under any provision of: (i) their Governing Documents; (ii) any applicable Law or Order; or (iii) their respective Principal Facility Documents or material Permits; except, in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, accelerations, terminations, losses, cancellations, or Liens set forth on Schedule 3.2.
Authority; No Conflicts; Consents. (a) Rev has all requisite limited liability company power and authority to execute and deliver each Transaction Document to which Rev is a party, to consummate the Transactions, and to perform all of the terms and obligations thereunder required to be performed by Rev. Each of the Transaction Documents to which Rev is a party has been duly and validly authorized, executed and delivered by Rev, and (assuming the due and valid authorization, execution and delivery by the other parties hereto and thereto) the Transaction Documents to which Rev is a party constitute the legal, valid, and binding obligations of Rev, enforceable against Rev in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights, and remedies generally. No Rev Entity has conducted any business or had any operations since its formation, other than in connection with the Transactions.
Authority; No Conflicts; Consents. (a) Such Principal Stockholder has the requisite power and authority to execute and deliver this Agreement and the other agreements contemplated hereby to which such Principal Stockholder is a party and to consummate the transactions contemplated hereby and thereby. This Agreement and the other agreements contemplated hereby to which such Principal Stockholder is a party have been duly authorized, executed and delivered by such Principal Stockholder and constitute the valid and binding obligations of such Principal Stockholder, enforceable against such Principal Stockholder in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally, and (ii) the availability of injunctive relief and other equitable remedies.
Authority; No Conflicts; Consents. (a) The Company has full power and authority to execute, deliver and perform this Agreement and the Articles of Merger (together, the "Merger Documentation" or "Merger Documents"), and the transactions contemplated hereunder. The execution, delivery and performance of this Agreement and the Merger Documentation have been duly authorized by the Board of Directors of the Company and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documentation and the consummation of the Merger have been validly and appropriately taken, except for the approval by the requisite vote of the shareholders of the Company and the filing referred to in Section 1.2. In connection herewith, inclusive of shares of Company Common Stock owned by trusts established for the benefit of himself or for the benefit of his descendants, Mark Emalfarb ("Emalfarb"), the holder of 5,202,959 shares of Company Xxxxxx Xxxxx, anx xxx xxecuted and delivered to the Parent a voting agreement in the form of the agreement attached hereto as EXHIBIT I (the "Emalfarb Voting Agreement").
Authority; No Conflicts; Consents. (a) Parent has full corporate power and authority to consummate the Private Placement Offering and to enter into the Placement Agency Agreement with the Company's investment bankers and the Company attached hereto as EXHIBIT J (the "Offering Placement Agency Agreement"), and the Subscription Agreement with each investor in the Private Placement Offering ("New Parent Investor") in the form attached hereto as EXHIBIT K (the "Offering Subscription Agreement"). The Parent Warrants shall be substantially in the form of EXHIBIT L attached hereto. The Offering Subscription Agreement and the form of Parent Warrants, together with the Offering Memorandum referred to in Section 6.8, are referred to, collectively, as the "Offering Documentation" or "Offering Documents."
Authority; No Conflicts; Consents. (a) Seller has all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements and to consummate the Transactions. All corporate acts required to be taken by Seller to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the Transactions have been duly taken. When executed and delivered by the Seller at the Closing, this Agreement and the Ancillary Agreements will constitute valid and binding obligations of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authority; No Conflicts; Consents. The Purchaser has the right, power, legal capacity and authority to enter into, deliver and perform this agreement and any other agreements and instruments contemplated hereby, and this Agreement and all such other agreements and instruments are, or upon the execution thereof will be, valid and binding upon and enforceable against the Purchaser in accordance with their respective terms. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate any provision of, or result in the breach of or accelerate or permit the acceleration of the performance required by the terms of, any applicable law, rule or regulation of any governmental body having jurisdiction as against Purchaser, the Articles of Incorporation or By-Laws of Purchaser, or any agreement or indebtedness to which Purchaser is a party or by which it may be bound, or of any order, judgment or decree applicable to it or result in the creation of any claim, lien, charge or encumbrance upon any of the property or assets of Purchaser.
Authority; No Conflicts; Consents. (i) LION possesses all requisite corporate power and authority, and TRMS possesses all limited liability power and authority to enter into this Agreement and perform its respective obligations hereunder.
