Authority of Investor. Validity of this Agreement. The Investor further represents and warrants to, and covenants with, the Company that (i) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors' rights generally and to general equitable principles. The execution and delivery by the Investor of this Agreement and the performance by the Investor of its obligations hereunder and the purchase of the Investor's Shares will not conflict with, or result in any breach of any of the terms of, or constitute a default under, where applicable, the internal fund restrictions of the Investor's fund(s) or the governing documents of such fund(s).
Authority of Investor. The Investor has full right, authority and power to enter into this Master Agreement and each agreement, document and instrument to be executed and delivered by the Investor pursuant to this Agreement and to carry out the transactions contemplated hereby. The execution, delivery and performance by the Investor of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary corporate action of the Investor and no other action on the part of the Investor is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by Investor pursuant to this Agreement constitute valid and binding obligations of the Investor enforceable in accordance with their terms. The execution, delivery and performance by the Investor of this Agreement and each such agreement, document and instrument:
Authority of Investor. Investor has the legal capacity and power to execute, deliver and perform this Agreement and to consummate the contemplated transaction. This Agreement has been duly and validly executed and delivered by Investor and is the legal, valid and binding obligation of Investor, enforceable against him in accordance with its terms.
Authority of Investor. Investor has the corporate power to enter into, and be bound by the terms and conditions of, this Agreement and to carry out its obligations hereunder, and the execution and delivery by Investor of this Agreement and the performance by Investor of its obligations hereunder have been duly authorized by all necessary corporate action of Investor. This Agreement has been duly executed and delivered by Investor and constitutes, and each other agreement or document executed or to be executed by Investor in connection with the transactions contemplated hereby has been, or when executed, will be, duly executed and delivered by Investor and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of Investor enforceable against Investor in accordance with their respective terms, except to the extent enforcement may be limited (a) by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect which affect creditors' rights generally and (b) by legal and equitable limitations on the availability of equitable remedies, including without limitations specific performance against Investor under or by virtue of this Agreement.
Authority of Investor. Investor has the corporate power to enter into, and be bound by the terms and conditions of, this Agreement and the Registration Rights Agreement and to carry out its obligations hereunder and thereunder, and the execution and delivery by Investor of this Agreement and the Registration Rights Agreement and the performance by Investor of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action of Investor. This Agreement has been duly executed and delivered by Investor and constitutes, and each other agreement or document executed or to be executed by Investor in connection with the transactions contemplated hereby has been, or when executed, will be, duly executed and delivered by Investor and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of Investor enforceable against Investor in accordance with their respective terms, except to the extent enforcement may be limited (a) by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect which affect creditors" rights generally, (b) by legal and equitable limitations on the availability of equitable remedies, including without limitations specific performance against Investor under or by virtue of this Agreement and (c) by public policy considerations with respect to the rights of indemnification under the Registration Rights Agreement.
Authority of Investor. Such Investor (i) is an entity duly organized or incorporated, validly existing and in good standing under the laws of the state of its organization or incorporation and (ii) has all requisite corporate or other power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Investor, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereto: (y) have been duly authorized by all requisite corporate or other action on its part, and no other proceedings on its part are necessary to authorize this Agreement or to consummate the transactions contemplated hereby and (z) do not contravene or otherwise conflict with any agreement, document, instrument, permit, license, order, writ, injunction, decree, statute, rule or regulation of any court or any public, governmental or regulatory agency or body applicable to such Investor or any of its properties or assets. Except for such UCC-1 filings and/or mortgage recordation as required by the Credit Agreement or compliance by the Company with SEC disclosure requirements or filings with the Secretary of State of Delaware, there is no consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any court or any governmental agency or body or self regulatory organization (including, without limitation, the NASD or the NASDAQ Stock Market) applicable to the Company or its properties and assets which is required to be made or obtained by such Investor to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Investor and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of such Investor enforceable against it in accordance with this Agreement’s terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditor’s rights generally, and subject, as to enforceability to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or equity).
Authority of Investor. Validity of this Agreement. The Investor has all requisite power and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery, and performance by the Investor of this Agreement, and the purchase of the Shares and the Warrants have been duly authorized and approved by all necessary corporate action. This Agreement has been duly executed and delivered and constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, subject to laws of general application from time to time in effect affecting creditors' rights, and the exercise of judicial discretion in accordance with general equitable principles. The execution, delivery, and performance of this Agreement and the purchase of the Shares and Warrants will not conflict with, or result in, a material breach of any of the terms of, or constitute a material default under, any charter, by-law, agreement, instrument, covenant, or other restriction to which the Investor is a party or by which it or any of its properties or assets is bound.
Authority of Investor. Investor has the power and authority to enter into and perform its obligations under this Agreement and the Related Agreements. Neither the execution and delivery of, nor the performance by Investor of its obligations under, this Agreement and the Related Agreements will conflict with or result in a material breach of any of the terms or provisions of, or constitute a material default under, any statute, any indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which Investor is a party, Investor's articles of organization or operating agreement or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Investor or any of its properties.
Authority of Investor. Validity of this Agreement. The Investor further represents and warrants to, and covenants with, the Company that (i) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification and contribution agreements of the Investor herein may be legally unenforceable.
Authority of Investor. Each Investor is authorized to enter into, and be bound by the terms and conditions of, this Agreement and to carry out its obligations hereunder, and the execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite partnership action of such Investor. This Agreement has been duly executed and delivered by each Investor and constitutes, and each other agreement or document executed or to be executed by such Investor in connection with the transactions contemplated hereby has been, or when executed, will be, duly executed and delivered by such Investor and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of such Investor enforceable against such Investor in accordance with their respective terms, except to the extent enforcement may be limited (a) by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect which affect creditors' rights generally, and (b) by legal and equitable limitations on the availability of equitable remedies, including without limitations specific performance against Investors under or by virtue of this Agreement.
