Authorization of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes a valid obligation legally binding on Buyer and is enforceable against Buyer in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other equitable remedies. No registration, declaration or filing with any governmental or administrative authority is required on the part of Buyer in connection with the execution, delivery and performance of this Agreement.
Authorization of Buyer. The execution, delivery and performance of this Agreement and all writings relating hereto by each Buyer have been duly and validly authorized. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated, and the performance of, fulfillment of and compliance with the terms and conditions hereof by such Buyer do not and will not: (i) conflict with or result in a breach of the articles of incorporation or by-laws of such Buyer; (ii) violate any statute, law, rule or regulation, or any order, writ, injunction or decree of any court or governmental authority, or (iii) violate or conflict with or constitute a default under any agreement, instrument or writing of any nature to which such Buyer is a party or by which such Buyer or its assets or properties may be bound.
Authorization of Buyer. The Board of Directors of Buyer shall have approved, to the extent required under applicable law or Buyer's Certificate of Incorporation and Bylaws, (i) the Agreement and the execution and delivery hereof by the Buyer and (ii) the performance by Buyer of all of its obligations pursuant to this Agreement. Certified copies of Buyer's Board of Directors minutes authorizing the transactions contemplated by this Agreement shall have been delivered to Stockholder.
Authorization of Buyer. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered on behalf of Buyer, and at the Closing all documents and instruments required hereunder to be executed and delivered by Buyer shall have been duly executed and delivered. This Agreement does, and such documents and instruments shall, constitute legal, valid and binding obligations of Buyer enforceable in accordance with their terms, subject, however, to the effect of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect relating to the rights and remedies of creditors, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authorization of Buyer. Each of Buyer and FTI has the full legal right, power and all authority of a corporation or a limited liability company, as applicable, to enter into, execute and deliver this Agreement, to perform fully its obligations hereunder and consummate the transactions contemplated hereby. All necessary and appropriate corporate or limited liability company action, as applicable, has been taken by each of Buyer and FTI with respect to the execution and delivery of this Agreement and the performance of its obligations hereunder and this Agreement has been duly executed and delivered by Buyer and FTI and constitutes the valid and binding obligation of Buyer and FTI enforceable against Buyer and FTI in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally and subject to general principles of equity.
Authorization of Buyer. All corporate, limited partnership, or other legal entity, as applicable, action necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly and validly taken by Buyer.
Authorization of Buyer. Buyer has all requisite corporate power and authority, and has taken all corporate action necessary, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. This Agreement has been duly executed and delivered by Buyer, and, at Closing, each Ancillary Agreement to which Buyer is a party will have been executed and delivered by Buyer. Assuming the due authorization, execution and delivery of this Agreement and each Ancillary Agreement by Seller, this Agreement and each Ancillary Agreement constitute a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with their terms.
Authorization of Buyer. Seller hereby acknowledges that Buyer, at any time and from time to time, may in Buyer’s sole discretion (a) forward directly to Account Debtors statements or invoices on Purchased Receivables, (b) deliver to Account Debtors notice of the assignment of Seller’s Receivables to Buyer (each, a “Notice of Assignment”), (c) request payment of Receivables to the Lockbox, the Collection Account, or to such address or to such bank account as may be designated by Buyer in Buyer’s sole discretion, (d) at any time and without notice to or the consent of Seller, to communicate directly with Seller’s Customers and Account Debtors by whatever means. Buyer shall promptly provide Seller with a copy of any such communication with the Seller’s Customers or Account Debtors; provided, however, under no circumstance shall (i) Buyer’s communication with a Customer or Account Debtor require prior notice to, the consent of, or other action by Seller, and (ii) the delivery or receipt of any such copy of communication with a Customer or Account Debtor constitute a condition to Buyer’s communication therewith. Buyer shall elect for the purpose of verifying Purchased Receivables and information supplied by Seller to Buyer pursuant to this Agreement, (e) to execute in the name of Seller and file any Internal Revenue Service (“IRS”) forms 8821 or other forms which Buyer may deem necessary in order for Buyer to remain informed on Seller’s status with the Internal Revenue Service, (f) pay any sum necessary to discharge any lien, Security Interest or other Encumbrance which is senior to Buyer’s Security Interest in the Collateral, which sums shall be included as Obligations hereunder, (g) extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all Purchased Receivables and other Collateral which included a monetary obligation, and discharge or release any Account Debtor or other Obligor with respect to any Purchased Receivable (including filing of any public record releasing any lien, Security Interest or other Encumbrance granted to Seller by such Account Debtor or other Obligor), without affecting any of the Obligations. Seller further acknowledges that Buyer shall have the sole right to collect, sue for and give releases in the name of Seller or Buyer in Buyer’s sole discretion, for all amounts due on all Purchased Receivables. Seller specifically authorizes Buyer to endorse, in the name of Seller, all check...
Authorization of Buyer. Buyer has the requisite power and authority to execute and deliver this Agreement, and the other agreements contemplated herein, and to perform its obligations hereunder and thereunder. This Agreement, and the other agreements contemplated herein, have been duly authorized by all requisite action of Buyer, as applicable, and constitutes, and upon execution the other agreements contemplated herein will constitute, the valid and legally binding obligations of Buyer, as applicable, enforceable in accordance with their terms and conditions, except (i) as enforcement may be limited by general principles of equity or rules governing specific performance, injunctive relief and other equitable remedies, whether applied in a court of law or a court of equity, and (ii) as enforcement may be limited by bankruptcy, insolvency, moratorium, relief of debtors or other similar laws affecting creditors’ rights and remedies generally.
Authorization of Buyer. Guarantor authorizes Buyer, without notice or demand, and without affecting Guarantor’s liability hereunder, from time to time to: (a) amend, modify, or restate any instrument, document or agreement evidencing or relating to all or any portion of the Guaranteed Obligations; (b) renew, compromise, extend, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Obligations under the Repurchase Documents or any part thereof, including, without limitation, any increase or decrease of the Pricing Rate (as defined in the Repurchase Agreement) or any fee or late charge; (c) take and hold collateral as security for the payment of this Guaranty or the Obligations under the Repurchase Documents, and exchange, substitute, subordinate, enforce, waive and release any such collateral; (d) apply any and all payments from Seller, Guarantor or any other guarantor, or recoveries from any collateral securing all or any portion of the Obligations under the Repurchase Documents, in such order or manner as Buyer in its sole and absolute discretion may determine; (e) direct the order or manner of sale of any collateral securing any part of the Obligations under the Repurchase Documents as Buyer in its sole and absolute discretion may determine; (f) release or substitute any one or more of the Seller, Guarantor or any other guarantor, or acquire additional guarantors; and (g) assign its rights under this Guaranty in whole or in part.
