Execution, Delivery and Enforceability. Purchaser has full corporate power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by Purchaser, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Purchaser and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Seller’s due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by Seller, this Agreement does and the Ancillary Agreements when executed by Purchaser, will constitute the valid and legally binding obligations of Purchaser, enforceable against Purchaser in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (El Paso Electric Co /Tx/), Purchase and Sale Agreement (Pinnacle West Capital Corp)
Execution, Delivery and Enforceability. Purchaser Seller has full corporate all requisite limited liability company power and authority to enter intoexecute and deliver, and carry out perform its obligations under, this Agreement and the Ancillary Agreements to which are executed by Purchaser it is or becomes a party and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Seller of this Agreement and of the Ancillary Agreements to which are executed it is or becomes a party, the performance by Purchaser, Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate limited liability company action required on the part of Purchaser Seller and no other corporate limited liability company proceedings on the its part of Purchaser are necessary to authorize the same. Assuming the due authorization, execution and delivery by Purchaser and Facility Purchaser of this Agreement and the Ancillary Agreements to which it either is or becomes a party or to consummate the transactions contemplated hereby and thereby. Assuming Seller’s due authorizationparty, execution and delivery of this Agreement constitutes, and the Ancillary Agreements to which Seller is or becomes a party when executed and delivered by Sellerit will constitute, this Agreement does and the Ancillary Agreements when executed by Purchaser, will constitute the its valid and legally binding obligations of Purchaserobligations, enforceable against Purchaser it in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Cleco Midstream Resources LLC), Purchase and Sale Agreement (Cleco Corp)
Execution, Delivery and Enforceability. Purchaser Seller has full corporate power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser Seller and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by PurchaserSeller, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Purchaser Seller and no other corporate proceedings on the part of Purchaser Seller are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Seller’s Purchaser's due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by SellerPurchaser, this Agreement does and the Ancillary Agreements when executed by Purchaser, Seller will constitute the valid and legally binding obligations of PurchaserSeller, enforceable against Purchaser Seller in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ ' rights and by general equitable principles.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Pinnacle West Capital Corp), Purchase and Sale Agreement (Pinnacle West Capital Corp)
Execution, Delivery and Enforceability. Purchaser Seller has full corporate power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser Seller and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by PurchaserSeller, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Purchaser Seller and no other corporate proceedings on the part of Purchaser Seller are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming SellerPurchaser’s due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by SellerPurchaser, this Agreement does and the Ancillary Agreements when executed by Purchaser, Seller will constitute the valid and legally binding obligations of PurchaserSeller, enforceable against Purchaser Seller in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (El Paso Electric Co /Tx/), Purchase and Sale Agreement (Pinnacle West Capital Corp)
Execution, Delivery and Enforceability. Purchaser Seller has full all requisite corporate power and authority to enter intoexecute and deliver, and carry out perform its obligations under, this Agreement and the Ancillary Agreements to which are executed by Purchaser it is or becomes a party and to consummate the transactions contemplated hereby and thereby. The executionExecution, delivery and performance by Seller of this Agreement and of the Ancillary Agreements to which are executed by Purchaserit is or becomes a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Purchaser Seller and no other corporate proceedings on the its part of Purchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it Seller is or becomes a party or to consummate the transactions contemplated hereby and thereby. Assuming Seller’s the due authorization, execution Execution and delivery by such Purchaser of this Agreement and the due authorization, Execution and delivery by such Purchaser and Guarantor of the Ancillary Agreements to which it is or becomes a party when executed Executed by Sellersuch Purchaser (or Guarantor, in the case of a Guaranty), this Agreement does constitutes, and the Ancillary Agreements to which Seller is or becomes a party when executed Executed and delivered by Purchaserit will constitute, will constitute the valid and legally binding obligations of PurchaserSeller, enforceable against Purchaser Seller in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ ' rights and by general equitable principles.
Appears in 1 contract
Execution, Delivery and Enforceability. Purchaser has full corporate limited liability company power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by Purchaser, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate limited liability company action required on the part of Purchaser and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Seller’s due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by Seller, this Agreement does and the Ancillary Agreements when executed by Purchaser, will constitute the valid and legally binding obligations of Purchaser, enforceable against Purchaser in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.
Appears in 1 contract
Sources: Purchase and Sale Agreement (El Paso Electric Co /Tx/)
Execution, Delivery and Enforceability. Purchaser has full corporate power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by Purchaser, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Purchaser and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Seller’s 's due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by Seller, this Agreement does and the Ancillary Agreements when executed by Purchaser, will constitute the valid and legally binding obligations of Purchaser, enforceable against Purchaser in accordance with its and their terms, except as such 38 enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ ' rights and by general equitable principles.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Pinnacle West Capital Corp)
Execution, Delivery and Enforceability. Purchaser has full corporate all requisite power and authority to enter intoexecute and deliver, and carry out to perform its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser it, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and the Ancillary Agreements which are executed by Purchaserit, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Purchaser Purchaser, and no other corporate proceedings proceeding on the part of Purchaser are is necessary to authorize this Agreement and or the Ancillary Agreements to which it is a party party, or to consummate the transactions contemplated hereby and thereby. Assuming Seller’s the due authorization, execution and delivery by Sellers of this Agreement and the due authorization, execution and delivery by Sellers of the Ancillary Agreements which are required under this Agreement to be executed by it, when executed by SellerSellers, this Agreement does does, and the Ancillary Agreements when executed by PurchaserPurchaser will, will constitute the valid and legally binding obligations of Purchaser, enforceable against such Purchaser in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ ' rights and by general equitable principles.
Appears in 1 contract
Sources: Share Purchase Agreement (VelaTel Global Communications, Inc.)
Execution, Delivery and Enforceability. Purchaser has full corporate power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by Purchaser, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Purchaser and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Seller’s 's due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by Seller, this Agreement does and the Ancillary Agreements when executed by Purchaser, will constitute the valid and legally binding obligations of Purchaser, enforceable against Purchaser in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ ' rights and by general equitable principles.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Pinnacle West Capital Corp)
Execution, Delivery and Enforceability. Purchaser Seller has full corporate all requisite power and authority to enter intoexecute and deliver, and carry out perform its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser it, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and of the Ancillary Agreements which are executed by Purchaserit, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Purchaser Seller and no other corporate proceedings on the part of Purchaser Seller are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Seller’s the due authorization, execution and delivery by Purchaser of this Agreement and the due authorization, execution and delivery by Purchaser of the Ancillary Agreements when which are to be executed by Sellerthem, this Agreement does and the Ancillary Agreements which are executed by Seller when executed and delivered by Purchaser, Seller will constitute the valid and legally binding obligations of PurchaserSeller, enforceable against Purchaser Seller in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.
Appears in 1 contract
Execution, Delivery and Enforceability. Purchaser has full corporate limited liability company power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by Purchaser, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate limited liability company action required on the part of Purchaser and no other corporate limited liability company proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Seller’s due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by Seller, this Agreement does and the Ancillary Agreements when executed by Purchaser, will constitute the valid and legally binding obligations of Purchaser, enforceable against Purchaser in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Arizona Public Service Co)
Execution, Delivery and Enforceability. Purchaser Seller has full corporate limited liability company power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser Seller and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by PurchaserSeller, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate limited liability company action required on the part of Purchaser Seller and no other corporate limited liability company proceedings on the part of Purchaser Seller are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming SellerPurchaser’s due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by SellerPurchaser, this Agreement does and the Ancillary Agreements when executed by Purchaser, Seller will constitute the valid and legally binding obligations of PurchaserSeller, enforceable against Purchaser Seller in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Arizona Public Service Co)
Execution, Delivery and Enforceability. Purchaser Seller has full corporate power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser Seller and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by PurchaserSeller, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Purchaser Seller and no other corporate proceedings on the part of Purchaser Seller are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming SellerPurchaser’s due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by SellerPurchaser, this Agreement does and the Ancillary Agreements Agreements, when executed by PurchaserSeller, will constitute the valid and legally binding obligations of PurchaserSeller, enforceable against Purchaser Seller in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Public Service Co of New Mexico)
Execution, Delivery and Enforceability. Purchaser has full corporate limited liability company power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by Purchaser, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate limited liability company action required on the part of Purchaser and no other corporate limited liability company proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Seller’s due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by Seller, this Agreement does and the Ancillary Agreements Agreements, when executed by Purchaser, will constitute the valid and legally binding obligations of Purchaser, enforceable against Purchaser in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Public Service Co of New Mexico)
Execution, Delivery and Enforceability. Purchaser Such Seller has full corporate all requisite power and authority to enter intoexecute and deliver, and carry out to perform its obligations under, this Agreement and the Ancillary Agreements which are executed by Purchaser it, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by such Seller of this Agreement and the Ancillary Agreements which are executed by Purchaserit, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Purchaser such Seller, and no other corporate actions or proceedings on the part of Purchaser are such Seller is necessary to authorize this Agreement and the any Ancillary Agreements to which it is a party party, or to consummate the transactions contemplated hereby and thereby. Assuming Seller’s the due authorization, execution and delivery by Purchaser of this Agreement and the due authorization, execution and delivery by Purchaser of the Ancillary Agreements which are executed by it when executed by Sellers, this Agreement does, and the Ancillary Agreements when executed by Sellersuch Seller will, this Agreement does and the Ancillary Agreements when executed by Purchaser, will constitute the valid and legally binding obligations of Purchasersuch Seller, enforceable against Purchaser such Seller in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ ' rights and by general equitable principles.
Appears in 1 contract
Sources: Share Purchase Agreement (VelaTel Global Communications, Inc.)