Authority of Xxxxxx. Xxxxxx has full 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 by Xxxxxx of this Agreement, the performance by Xxxxxx of its obligations hereunder, and the consummation by Xxxxxx of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Board of Managers and members of Xxxxxx. This Agreement has been duly executed and delivered by Xxxxxx, and (assuming due authorization, execution, and delivery by Denim) this Agreement constitutes a legal, valid and binding obligation of Xxxxxx enforceable against Xxxxxx in accordance with its terms, subject to the Enforceability Exceptions.
Authority of Xxxxxx. Xxxxxx has the full corporate power and authority to execute, deliver and perform this Agreement and to carry out its obligations hereunder and otherwise to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Xxxxxx and no other proceedings, approvals or consents on the part of Xxxxxx’x Board of Directors or stockholders are necessary to authorize this Agreement or to consummate and perform the transactions contemplated hereby. This Agreement is a legal, valid and binding obligation of Xxxxxx, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, reorganization, insolvency or similar laws and subject to general principles of equity.
Authority of Xxxxxx. Xxxxxx has full limited liability company power and authority (and, on the Effective Date, shall have full corporate power and authority) to execute and deliver each Transaction Document to which it is a party and to consummate the transactions contemplated thereby. The execution, delivery and performance by Xxxxxx of each Transaction Document to which it is a party has been duly authorized by all necessary limited liability company action (and, at or prior to the Effective Date, all necessary corporate action). This Agreement has been, and each of the Transaction Documents will be at or prior to the Effective Date, duly executed and delivered by Xxxxxx and (assuming the due authorization, execution and delivery by the other parties thereto) this Agreement constitutes, and each of the other Transaction Documents to which Xxxxxx is a party when so executed and delivered will constitute, legal, valid and binding obligations of Xxxxxx, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies 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 in equity).
Authority of Xxxxxx. Xxxxxx has full power and authority and is competent to (i) execute, deliver and perform this Agreement, and each ancillary document which Xxxxxx has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out Xxxxxx’x obligations hereunder and thereunder. The execution, delivery and performance by Xxxxxx of this Agreement and each ancillary document does not and will not conflict with, result in a breach of, or constitute a default or require a consent or action under, any agreement or other instrument to or by which Xxxxxx is a party or is bound or to which any of the properties or assets of Xxxxxx are subject, or any Legal Requirement (as defined herein) to which Xxxxxx is subject, or result in the creation of any lien on the Xxxxxx Shares. This Agreement, and the ancillary documents to be executed and delivered by Xxxxxx at the Closing, has been or will be at Closing duly executed and delivered by Xxxxxx (and each ancillary document, to be executed and delivered by Xxxxxx at or after the Closing will be duly executed and delivered by Xxxxxx), and this Agreement constitutes, and each ancillary document when executed and delivered by Xxxxxx will constitute, Xxxxxx’x legal, valid and binding obligation, enforceable against Xxxxxx in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity and public policy. For purposes of this Agreement, the term “Legal Requirements” means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented, or otherwise put into effect by or under the authority of any governmental entity, and all requirements set forth in applicable contracts.
Authority of Xxxxxx. Xxxxxx has the legal power and authority to enter into and perform this Agreement and the transactions contemplated herein. The execution, delivery and performance of this Agreement and the other agreements contemplated herein by Edison have been duly authorized by Edison's partners. Edison has the power and authority to consummate the purchase of The Zycad Shares of QSS pursuant to this Agreement. This Agreement has been duly and validly authorized by all necessary partner action of Edison and constitutes the legal, valid and binding obligation of Edison, enforceable in accordance with its terms. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein, will violate any statute, regulation or ordinance of any governmental authority, or conflict with or result in the breach of any term, condition or provision of the Edison Limited Partnership Agreement, or of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which Edison is a party or by which Edison or any of its assets or properties are or may be bound, or constitute a default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a default) thereunder, or result in the creation or imposition of any lien, charge or encumbrance, or restriction of any nature whatsoever with respect to any properties or assets of Edison, or give to others any interest or rights, including rights of termination, acceleration or cancellation in or with respect to any of the properties, assets, contracts or business of Edison, except for such violations, conflicts, breaches, defaults, liens, restrictions, interests and rights that are cured, waived or terminated prior to the Closing Date. No consent, approval, authorization, order, registration or qualification of or with any court or any regulatory authority or any other governmental body is required for the consummation by Edison of the transactions contemplated by this Agreement except those contemplated by this Agreement.
Authority of Xxxxxx. Xxxxxx is a corporation duly organized, validly existing, and in good standing under the laws of the State of Illinois. Xxxxxx has the corporate power and authority to execute and deliver this Agreement, and to perform its obligations under this Agreement. All corporate action required to be taken by Xxxxxx to authorize the execution, delivery and performance of this Agreement has been duly taken. (b)
Authority of Xxxxxx. Xxxxxx has all requisite power and authority to execute and deliver this Agreement, to transfer and deliver the Xxxxxx Common Units to the Purchaser, and otherwise to perform all of his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligations of Xxxxxx, enforceable in accordance with its terms, and all instruments of transfer and other documents to be delivered by Xxxxxx in connection herewith, when executed and delivered by Xxxxxx, xxxx constitute legal, valid and binding obligations of Xxxxxx enforceable in accordance with their respective terms.
Authority of Xxxxxx. The execution, delivery and consummation of this Agreement by Xxxxxx has been duly authorized and approved by its Board of Directors, and after obtaining the approval of its stockholders as required by law, Xxxxxx will have the full corporate power and authority to carry out the transactions contemplated by this Agreement, and no further corporate action will be necessary on the part of Xxxxxx or its stockholders to make this Agreement valid and legally binding on Xxxxxx. The execution, delivery and consummation of this Agreement by Xxxxxx will not violate any provision of its Certificate of Incorporation or its By-laws or those of its subsidiaries. Except as set forth on SCHEDULE 2.4, neither the execution and delivery, nor the consummation of this Agreement by Xxxxxx will, with the passage of time, the giving of notice, or otherwise, result in a violation or breach of, or constitute a default or forfeiture, or give any right to terminate, modify or accelerate, or to penalize Xxxxxx or any of its subsidiaries, under any material indenture, license, mortgage, deed of trust, lease, obligation, note, guaranty, contract, agreement or other instrument, understanding, rule, regulation, law or other restriction, or any order, judgment, or decree, to which Xxxxxx or any of its subsidiaries is a party or to or by which Xxxxxx or any of its subsidiaries, or any assets of any of them is subject or otherwise bound.
