Due Authorization, Execution, etc. This Agreement has been duly authorized, and when executed and delivered by the Transferor, will constitute a legal, valid and binding obligation, enforceable against the Transferee in accordance with its terms.
Due Authorization, Execution, etc. This Agreement has been duly authorized, executed and delivered by the Mezzanine Borrower and constitutes the valid and binding obligation of the Mezzanine Borrower, enforceable against the Mezzanine Borrower in accordance with its terms.
Due Authorization, Execution, etc. (a) Company has the requisite corporate power and authority to enter into this Agreement and the other Transaction Documents, to perform its obligations hereunder and thereunder and, subject to the Stockholder approval, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents by Company and the consummation by Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by Company. The Transaction Documents executed as of the date hereof have been, and on the Closing Date the other Transaction Documents will have been, duly executed and delivered by each Company and no other corporate action on the part of any Company is or will be necessary in connection therewith. Each of the Transaction Documents, upon execution and delivery thereof by a Company, will constitute the valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
Due Authorization, Execution, etc. This Agreement has been duly authorized, executed and delivered by the Borrower and Guarantors and constitutes the valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.
Due Authorization, Execution, etc. The execution, delivery and performance by Mortgagor of this Mortgage, the Guaranty (including all confirmations and amendments thereto) and any other Financing Documents to which Mortgagor is a party, have been approved by all necessary action(s) on the part of the Mortgagor's board, stockholders, partners, managers, members, and/or other persons. Each of this Mortgage, the Guaranty (including all confirmations and amendments thereto) and each of the other Financing Documents to which Mortgagor is a party has been duly executed by a duly authorized partner or officer of Mortgagor, as applicable. Each of this Mortgage, the Guaranty (including all confirmations and amendments thereto) and any other Financing Documents to which Mortgagor is a party constitute the legal, valid and binding obligation of Mortgagor, enforceable against Mortgagor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, and does not, itself or taken together with the other Financing Documents, (i) violate any Applicable Law or Mortgagor's charter, bylaws, operating agreement, partnership agreement, or other organizational documents, or (ii) result in the breach of, conflict with, constitute a default under, or give rise to the right of acceleration or mandatory prepayment under, any material contract or any judgment, decree or order which is binding upon the Mortgagor or the Mortgaged Property, or result in the creation of any Lien (other than in favor of the Lender) upon any property or assets of Mortgagor, including the Mortgaged Property, pursuant to any contract or any such judgment, decree or order. The security interests granted by Mortgagor pursuant to this Mortgage in the Mortgaged Property are in full force and effect and secure the payment and performance of all of the Obligations. The Mortgagor has no claim, defense, counterclaim, or right of offset against the Mortgagee, whether relating to this Mortgage, the Guaranty, the Financing Documents or otherwise. All representations and warranties of the Mortgagor under this Mortgage, the Guaranty and the other Financing Documents to which it is a party are true and correct as of the date hereof. No Governmental Approval (except recordation of this Mortgage with the County Clerk of Nassau County) is or will be required in connection with the execution, delivery and performance...
Due Authorization, Execution, etc. This Agreement, each of the Basic Documents and each other agreement or instrument executed and delivered by the Company pursuant hereto or thereto or in connection herewith or therewith at or prior to the Closing shall have been duly authorized, executed and delivered by the Company and constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, moratorium and other similar laws affecting generally the enforcement of creditors rights.
Due Authorization, Execution, etc. This Agreement, each of the Basic Documents to which the Purchaser is a party and each other agreement or instrument executed and delivered by the Purchaser pursuant hereto or thereto or in connection herewith or therewith at or prior to the Closing shall have been duly authorized, executed and delivered by the Purchaser and constitute legal, valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with its respective terms, subject to applicable bankruptcy, insolvency, moratorium and other similar laws affecting generally the enforcement of creditors rights.
