Authorization; Execution and Delivery, Etc. The execution and delivery by the Borrower of, and the performance by the Borrower of its obligations under this Agreement and each of the other Loan Documents are within its corporate powers, and have been duly authorized by all requisite corporate action by the Borrower. This Agreement and each of the other Loan Documents have been duly executed and delivered by the Borrower, and constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and an implied covenant of good faith and fair dealing.
Authorization; Execution and Delivery, Etc. The execution and delivery by such Borrower of this Agreement and each of the other Loan Documents, and the performance by the Borrower of the Obligations, are within its trust powers, as applicable, and have been duly authorized by all requisite action by such Borrower. This Agreement and each of the other Loan Documents, and the other instruments, certificates and agreements contemplated hereby and thereby, have been duly executed and delivered by such Borrower, and constitute the legal, valid and binding obligations of such Borrower enforceable against such Borrower and its assets in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
Authorization; Execution and Delivery, Etc. The execution and delivery by Client of, and the performance by Client of its obligations under this Agreement and the Special Custody and Pledge Agreement are within its corporate powers, and have been duly authorized by all requisite corporate action by Client. This Agreement and the Special Custody and Pledge Agreement have been duly executed and delivered by Client, and constitute the legal, valid and binding obligations of Client enforceable against Client in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and an implied covenant of good faith and fair dealing.
Authorization; Execution and Delivery, Etc. The execution, delivery and performance by Purchaser of this Agreement and all other agreements contemplated hereby or necessary in connection herewith and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all necessary actions. This Agreement has been duly executed and delivered by Purchaser and is a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.
Authorization; Execution and Delivery, Etc. The execution, delivery and performance by Seller of this Agreement and all other agreements contemplated hereby or necessary in connection herewith and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary actions. This Agreement has been duly executed and delivered by Seller and is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller: (i) has good and valid title to the Acquired Shares, free and clear of all Liens; and (ii) upon delivery of and payment for the Acquired Shares in accordance with Section 1.1 hereof, good and valid title to the Acquired Shares will pass to the Purchaser free and clear of all Liens.
Authorization; Execution and Delivery, Etc. The execution and delivery by each Fund of, and the performance by such Fund of its obligations under, this Agreement, each of the other Funding Loan Documents, and the other instruments, certificates and agreements contemplated hereby and thereby, are within its statutory trust or corporate powers, as the case may be, and have been duly authorized by all requisite action by such Fund. This Agreement and each of the other Funding Loan Documents, and the other instruments, certificates and agreements contemplated hereby and thereby, have been duly executed and delivered by each Fund, and constitute the legal, valid and binding obligations of such Fund enforceable against such Fund and its assets in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Each Fund's policies and objectives permit it to engage in Repo-Style Transactions and re-invest cash collateral generated from such Repo-Style Transactions or repay Funding Loan obligations of such Fund as contemplated herein. The use of the cash collateral generated from Repo-Style Transactions to satisfy Funding Loans has been approved by the board of directors or trustees of each Fund, including a majority of the directors or trustees who are not "interested persons" within the meaning of section 2(a)(19) of the Investment Company Act and such directors or trustees will evaluate the securities lending program no less frequently than annually and make appropriate determinations in connection with such review. Each Fund's prospectus and Statement of Additional Information provide appropriate disclosure concerning its securities lending activity, repurchase transaction activity, Funding Loans and the relationship between the Repo-Style Transactions and Funding Loans.
Authorization; Execution and Delivery, Etc. The execution and delivery by the Borrower of, and the performance by the Borrower of its obligations under this Agreement and each of the other Loan Documents, and the other instruments, certificates and agreements contemplated hereby and thereby, are within its trust powers, and have been duly authorized by all requisite action by the Borrower. This Agreement and each of the other Loan Documents, and the other instruments, certificates and agreements contemplated hereby and thereby, have been duly executed and delivered by the Borrower, and constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
Authorization; Execution and Delivery, Etc. The execution and delivery by the Fund on behalf of the Borrower of, and the performance by the Borrower of the Borrower’s obligations under this Agreement and each of the other Loan Documents are within the Fund’s and the Borrower’s corporate powers, and have been duly authorized by all requisite corporate action by the Fund. This Agreement and each of the other Loan Documents have been duly executed and delivered by the Borrower, and constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and an implied covenant of good faith and fair dealing.
Authorization; Execution and Delivery, Etc. The execution and delivery by the Borrower of, and the performance by the Borrower of its obligations under this Agreement and each of the other Loan Documents, and the other instruments, certificates and agreements contemplated hereby and thereby, (a) are within the Borrower’s statutory trust powers, (b) have been duly authorized by all requisite trust action by the Borrower, (c) do not require any authorization or action by or in respect of, or filing with, any governmental body, agency or official and (d) do not require any authorization or action in respect of any shareholder or creditor of the Borrower. This Agreement and each of the other Loan Documents, and the other instruments, certificates and agreements contemplated hereby and thereby, have been duly executed and delivered by the Borrower, and constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
Authorization; Execution and Delivery, Etc. Subject to the receipt of the approval of ALRe's Boards of Directors, ALRe has full power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, and has full power and authority to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which ALRe is a party and the performance of ALRe's obligations hereunder and thereunder and in respect of the Transactions have been duly authorized by the Board of Directors of ALRe. This Agreement constitutes, and the other Transaction Documents to which ALRe is a party when executed and delivered will each constitute, the valid and binding agreement of ALRe, each enforceable in accordance with its terms, except (i) as the enforcement of this Agreement and the Transaction Documents to which ALRe is a party may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) as the obligations of ALRe under this Agreement and the Transaction Documents to which it is a party are subject to general principles of equity.
