Authorization of the Transaction Documents. Each of the Transaction Documents to which it is a party has been, or prior to the consummation of the issuance of sale of Securities contemplated by this Agreement, will be, duly authorized by, as applicable, each of the Rani Parties and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of each such party, as applicable, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability.
Authorization of the Transaction Documents. The execution and delivery by each Partnership Party of each of the Transaction Documents to which it is a party has been duly authorized by all requisite limited partnership or limited liability company action, as the case may be, of such Partnership Party. Each such Transaction Document has been or will be validly executed and delivered by the Partnership Entities party thereto as of its effective date;
Authorization of the Transaction Documents. The Purchaser has full legal power and authority to enter into and perform the Transaction Documents. This Agreement has been duly and validly executed and delivered by the Purchaser and constitutes the valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting creditors' rights generally and to general principles of equity. The Transaction Documents (other than this Agreement), upon due and valid execution and delivery by the Purchaser, will constitute the valid and binding obligations of the Purchaser, enforceable in accordance with their terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting creditors' rights generally and to general principles of equity. The execution and delivery of the Transaction Documents by the Purchaser and the consummation of the transactions contemplated thereby and compliance with the provisions thereof by the Purchaser will not (a) violate any provision of law, statute, rule or regulation, or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body applicable to the Purchaser or any of its Subsidiaries or (b) except as set forth on Schedule 4.16 hereof, conflict with or result in any breach of any of the terms, conditions or provisions of, or require the consent of a third party under, or constitute (with due notice or lapse of time, or both) a default (or give rise to any right of termination, cancellation or acceleration) under the (i) Purchaser's or its Subsidiaries' articles of incorporation or bylaws or other organizational documents or (ii) the Purchaser Licenses and Permits or any agreement listed on Schedule 4.19. The PVI Securities have been duly authorized and when issued as contemplated herein will be validly issued, fully paid and nonassessable. The shares of PVI Common Stock issuable upon the exercise of the Sale PVI Warrants and the Merger PVI Warrants are duly authorized and validly reserved, and when issued, will be validly issued, fully paid and non-assessable.
Authorization of the Transaction Documents. At the Closing Date, each of the Transaction Documents to which any of the Pokagon Parties are a party (other than those described in clauses (e) through (g) above) will have been duly authorized, executed and delivered by such Pokagon Parties and will (assuming the due authorization, execution and delivery thereof by or on behalf of each of the other parties thereto) constitute a valid and binding agreement of such Pokagon Parties, enforceable against them in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as (i) the ability to waive exhaustion of tribal court remedies may be limited by applicable law and (ii) recourse against interests in real property may be limited by the Tribe's Constitution.
Authorization of the Transaction Documents. This Agreement has been duly authorized, executed and delivered by the Company. Each Terms Agreement has been duly authorized and, when executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (collectively, the “Enforceability Exceptions”). Each Master Confirmation Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Each Transaction Supplement has been duly authorized and, when executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.
Authorization of the Transaction Documents. The Transaction Documents have been duly authorized by the Company and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
Authorization of the Transaction Documents. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Transaction Documents, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto and the Conversion Shares pursuant to the Restated Charter has been taken. This Agreement and the Transaction Documents, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except to the extent that enforceability may be limited by (a) bankruptcy, insolvency or other similar laws of general application affecting enforcement of creditors’ rights, or (b) general principles of equity that restrict the availability of equitable remedies. The sale of the Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.
Authorization of the Transaction Documents. Each Transaction Document has been duly authorized, and when executed and delivered by the Company and, assuming due authorization, execution and delivery by each of the other parties thereto, constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability.
Authorization of the Transaction Documents. As of the Closing Time, the Indenture and each other Transaction Document to which the Issuer, the Transferors, the Origination Trust or the Sponsors is a party or by which it may be bound shall have been duly executed and delivered by the Originator Trust, the Transferors or the Sponsors, as the case may be, and, assuming the due authorization, execution and delivery thereof by the other parties thereto, shall constitute the legal, valid and binding agreement of the Issuer, the Transferors, the Origination Trust or the Sponsors, as the case may be, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, conversatorship, receivership, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights and remedies generally and, by general principles of equity (regardless of whether sought in a proceeding at law or in equity).
Authorization of the Transaction Documents. As of the Closing Time, each Transaction Document to which SBI is a party or by which it may be bound shall have been duly executed and delivered by SBI, and, assuming the due authorization, execution and delivery thereof by the other parties thereto, shall constitute the legal, valid and binding agreement of SBI enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights and remedies generally and, by general principles of equity (regardless of whether sought in a proceeding at law or in equity).
