Authorization; Corporate Power. This Agreement has been duly authorized, validly executed and delivered on behalf of the Company and is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms (except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) equitable principles generally, including any specific performance), and the Company has the requisite corporate power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder.
Authorization; Corporate Power. The Manager has all requisite legal power and authority to execute and deliver this Agreement and the Transaction Documents and to carry out and perform its obligations under the terms of this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby. This Agreement and each of the other Transaction Documents, when executed and delivered by the Manager and the Company, will constitute a valid and legally binding obligation of the Manager, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.
Authorization; Corporate Power. This Agreement has been duly authorized, validly executed and delivered on behalf of the Company and is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms (except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) equitable principles generally, including any specific performance), and the Company has the requisite corporate power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Company hereunder and thereunder, and the authorization (or reservation for issuance), the Exchange, and the issuance of the Exchange Shares, the Rights and, upon exercise of the Rights, the Rights Shares (collectively, the “Securities”) have been taken on or prior to the date hereof.
Authorization; Corporate Power. Each of the Exchange Documents to which the Company is a party has been duly authorized, validly executed and delivered on behalf of the Company and is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms (except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) equitable principles generally, including any specific performance), and the Company has the requisite corporate power and authority to execute and deliver the Exchange Documents to which the Company is a party and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. The execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes has been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders.
Authorization; Corporate Power. (a) The Target Company has full corporate power and authority to execute and deliver this Agreement and the Transaction Agreements, and to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Agreements to which Target Company is a party, the performance by Target Company of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Target Company. No other corporate action or proceeding on the part of the Target Company is necessary to authorize this Agreement or the Transaction Agreements, or other documents and instruments to be executed and delivered by the Target Company to consummate the transactions contemplated hereby and thereby. This Agreement and each of the other Transaction Agreements and instruments to be executed and delivered by the Target Company to consummate the transactions contemplated hereby and thereby will constitute valid and binding agreements of the Target Company, enforceable against it in accordance with their respective terms, subject to the effect of receivership, conservatorship and subject to the effect of bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Authorization; Corporate Power. The Investor has all requisite legal and corporate power and authority to execute and deliver this Agreement and the Related Agreements and to carry out and perform its obligations under the terms of this Agreement and the Related Agreements and the transactions contemplated hereby and thereby. This Agreement and each of the Related Agreements, when executed and delivered by the Investor will constitute a valid and legally binding obligation of such Investor, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent that the indemnification provisions contained in the Investor Rights Agreement may be limited by applicable laws.
Authorization; Corporate Power. The Lender has all requisite legal and corporate power and authority to execute and deliver this Agreement and the Related Agreements and to carry out and perform its obligations under the terms of this Agreement and the Related Agreements and the Transactions. This Agreement and each of the Related Agreements, when executed and delivered by the Lender, will constitute a valid and legally binding obligation of the Lender, enforceable in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.
Authorization; Corporate Power. The Investor has all requisite legal and corporate or partnership power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement and the transactions contemplated hereby and thereby. This Agreement, when executed and delivered by the Investor, will constitute a valid and legally binding obligation of such Investor, enforceable in accordance with its terms, subject to laws of general application relating to 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).
Authorization; Corporate Power. Each of Parent and Merger Sub has all requisite corporate authority, full right and power, without the consent of any other persons, to carry out and perform its obligations under the terms of this Agreement and the Related Agreements. This Agreement has been, and the Related Agreements to be delivered at Closing will be, duly executed and delivered and constitute lawful, valid and legally binding obligations of Parent and Merger Sub to the extent Parent and Merger Sub is a party thereto, enforceable in accordance with their respective terms. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in the creation of any lien, charge or encumbrance of any kind or the termination or acceleration of any indebtedness or other obligation of Parent or Merger Sub and are not prohibited by, do not violate or conflict with, any provision of, and do not constitute a default under or a breach of (a) the Articles or Bylaws of Parent or Merger Sub, (b) any note, bond, indenture, contract, agreement, permit, license or other instrument to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their respective assets are bound, (c) any order, writ, injunction, decree or judgment of any court or governmental agency, or (d) any law, rule or regulation applicable to Parent or Merger Sub. No approval, authorization, registration, consent, order or other action of or filing with any person, including any court, administrative agency or other governmental authority, other than the Board of Directors of Parent and Merger Sub, is required for the execution and delivery by Parent and Merger Sub of this Agreement or the consummation by Parent and Merger Sub of the transactions contemplated hereby.
Authorization; Corporate Power. The Parties represent and warrant to each other than they have the full corporate power and authority to execute and deliver and perform under this Agreement.
