Authorization; Execution; Enforceability Sample Clauses

Authorization; Execution; Enforceability. (a) Each of Purchaser and Merger Sub has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions expressly contemplated hereby, subject to the approval, prior to the consummation of the Merger and the Rights Issue, of the resolutions set forth in the Parent Shareholders Circular by the holders of Parent’s ordinary shares, present in person or by proxy who are entitled to vote at the EGM to approve the Merger, to increase the authorized share capital of Parent and to authorize the Board of Directors of Parent to allot share capital of Parent (the “Parent Shareholder Approval”). The only vote of the holders of outstanding securities of Parent required by its Organizational Documents, by Law or otherwise to complete the Merger, the Rights Issue or to consummate the transactions expressly contemplated hereby, is the approval of the resolutions set forth in the Parent Shareholders Circular by the affirmative vote of the holders of not less than a majority of the outstanding shares of Parent present in person or by proxy who are entitled to vote at the EGM. (b) The execution and delivery by each of Purchaser and Merger Sub of this Agreement and the other instruments and agreements to be executed and delivered by such party as contemplated hereby, the consummation of the transactions expressly contemplated hereby and thereby to be consummated by Purchaser or Merger Sub (other than consummation of the Merger), and the performance by such party of its obligations hereunder and thereunder have been duly and validly authorized by all requisite action on the part of such party. The consummation of the Merger has been duly and validly authorized by all requisite corporate action on the part of Purchaser and Merger Sub, subject to obtaining Parent Shareholder Approval. This Agreement and the other instruments and agreements to be executed and delivered by either Purchaser or Merger Sub as contemplated hereby have been duly and validly executed and delivered by each such party and constitute, assuming the due and valid execution and delivery thereof by the other parties thereto (other than Purchaser or Merger Sub or any of their respective Affiliates), valid and binding obligations of each such party enforceable against it in accordance with their terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or...

Authorization; Execution; Enforceability. The execution, ---------------------------------------- delivery and performance by the Owner Participant of this Agreement and each other Operative Document to which it is a party and of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Owner Participant and do not and will not require the consent or approval of any shareholder of the Owner Participant which has not been obtained. This Agreement and each other Operative Document to which the Owner Participant is a party have been duly authorized, executed and delivered by the Owner Participant and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are legal, valid and binding obligations of the Owner Participant, enforceable against the Owner Participant in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies. Any direction given by the Owner Participant to the Owner Trust pursuant to the Trust Agreement will have been duly authorized.

Authorization; Execution; Enforceability. Each Loan Party has the power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder and (in the case of the Borrower) to obtain the Credit Extensions made hereunder and to consummate the Transactions, and all such actions have been duly authorized by proper organizational proceedings on the part of the applicable Loan Party. Each Loan Document has been duly and validly executed and delivered by or on behalf of each Loan Party that is a party thereto, and the Loan Documents to which each Loan Party is a party constitute legal, valid and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights and subject to general principles of equity, regardless of whether considered in a proceeding in equity or law, and obligations of good faith and fair dealing.

Authorization; Execution; Enforceability. The execution, delivery and performance by the ESOT of this Agreement are within the ESOT’s powers and have been duly authorized by all necessary actions on the part of the ESOT. This Agreement has been duly executed and delivered by the ESOT and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the ESOT, enforceable against the ESOT in accordance with its terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally, (ii) general principles of equity (whether considered in a proceeding at law or in equity) and (iii) ERISA.

Authorization; Execution; Enforceability. The Company has the full legal right, power and authority to enter into this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated herein. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations herein and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action on the part of the Company, including all necessary approvals by stockholders. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

Authorization; Execution; Enforceability. The execution, delivery and performance by the Lessor of this Lease and each other Operative Document to which it is a party and of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Lessor and do not and will not require the consent or approval of any shareholder of the Lessor. This Lease and each other Operative Document to which the Lessor is a party have been duly authorized, executed and delivered by the Lessor and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, are legal, valid and binding obligations of the Lessor, enforceable against the Lessor in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies.

Authorization; Execution; Enforceability. The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Company Board, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming that this Agreement constitutes the valid and binding agreement of the Shareholders and Parent, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authorization; Execution; Enforceability. Each ---------------------------------------- Obligor has the corporate power and authority to execute and deliver, and to perform its obligations under, each of the Transaction Documents to which it is or is to be a party. Subject to receipt of regulatory approval from each Insurance Department (which approvals the Obligors hereby agree to use their best efforts to obtain as soon as practicable), each Obligor has taken all action required by law, organizational documents or otherwise required to be taken by it to authorize the execution, delivery and performance by it of each Transaction Document to which it is or is to be a party. Each of the Transaction Documents is, or upon execution and delivery will be, a valid and binding obligation of each Obligor (to the extent each is a party thereto), enforceable against each Obligor in accordance with their respective terms except to the extent that the enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar laws affecting the enforcement of creditors' rights and remedies generally and by general equitable principles (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law). True and complete copies of the organizational documents of each Obligor have been made available by the Company to the Purchasers.

Authorization; Execution; Enforceability. Each of Parent, Freedom VCM and Newco BHF has the requisite power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is a party. The execution, delivery and performance by each of Parent, Freedom VCM and Newco BHF of this Agreement, the other Transaction Documents to which it is a party, and each of the transactions contemplated hereby or thereby have been duly and validly authorized by all requisite action on the part of such party and no other act or proceeding on the part of such party is necessary to authorize the execution, delivery or performance by such party of this Agreement or any Transaction Document to which it is a party or the consummation of any of the transactions contemplated hereby or thereby. This Agreement, and each other Transaction Document to which Parent, Freedom VCM or Newco BHF is a party have been duly and validly executed and delivered by each such party and, assuming the due and valid execution and delivery of this Agreement and the other applicable Transaction Documents by the other parties hereto and thereto, constitute a valid, legal and binding obligation of such party, enforceable against such party in accordance with its terms, except as the enforceability hereof or thereof may be limited by the General Enforceability Exceptions.