POWER AND AUTHORITY; CONSENTS. Pentegra has corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement or to be executed and delivered on the Closing Date, and has taken all actions required by law, its Certificate of Incorporation, its Bylaws or otherwise, to authorize the execution, delivery and performance of this Agreement and such related documents. This Agreement and all agreements and documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by Pentegra and constitute or will constitute the legal, valid and binding obligations of Pentegra, enforceable against Pentegra in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. The execution and delivery of this Agreement, and the agreements executed and delivered pursuant to this Agreement or to be executed and delivered on the Closing Date, do not, and, the consummation of the actions contemplated hereby will not, violate any provision of the Certificate of Incorporation or Bylaws of Pentegra or any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, rent, instrument, order, arbitration award, judgment or decree to which Pentegra is a party or by which Pentegra is bound, or violate any material restrictions of any kind to which Pentegra is subject, or result in any lien or encumbrance on any of Pentegra's assets. Other than as have been obtained or as would not have a material adverse effect, there are no consents of any person or entity required for the transaction contemplated hereby on behalf of Pentegra.
POWER AND AUTHORITY; CONSENTS. 9 3.3 PERMITS, LICENSES AND GOVERNMENTAL AUTHORIZATIONS . . . . . . . . . . . . 9 3.4
POWER AND AUTHORITY; CONSENTS. The Stockholder has full capacity to execute and deliver this Agreement and fully understands the terms herein. No filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of the Stockholder for the execution, delivery and performance of this Agreement by the Stockholder or the consummation by the Stockholder of the transactions contemplated hereby.
POWER AND AUTHORITY; CONSENTS. The Shareholder has the requisite capacity and authority to enter into and perform his obligations under this Agreement. No filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of the Shareholder for the execution, delivery and performance of this Agreement by the Shareholder or the consummation by the Shareholder of the transactions contemplated hereby.
POWER AND AUTHORITY; CONSENTS. Xxxxxxx Xxxxxxx is duly organized and validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to enter into and perform its obligations under this Agreement. No filing with, and no permit, authorization, consent or approval of, any Governmental Entity (other than any filings or consents contemplated by the Merger Agreement or any filings or consents that, if not obtained, made or given, individually or in the aggregate, would not reasonable be expected to (x) impair in any material respect the ability of Xxxxxxx Xxxxxxx to perform its obligations under this Agreement or (y) prevent or materially impede or delay the consummation of any transaction contemplated by this Agreement) is necessary on the part of Xxxxxxx Xxxxxxx for the execution, delivery and performance of this Agreement by Xxxxxxx Xxxxxxx or the consummation by Xxxxxxx Xxxxxxx of the transactions contemplated hereby.
POWER AND AUTHORITY; CONSENTS. The Shareholder is duly organized and validly existing and in good standing (except, in the case of good standing, if Shareholder is organized under the laws of a jurisdiction that does not recognize such concept) under the laws of the jurisdiction of its formation and has all requisite power and authority to enter into and perform its obligations under this Agreement. No filing with, and no permit, authorization, consent or approval of, any Governmental Entity (other than any required filing under Section 13 or Section 16 under the Exchange Act, filings or consents contemplated by the Merger Agreement or any filings or consents that, if not obtained, made or given, individually or in the aggregate, would not reasonable be expected to (x) impair in any material respect the ability of the Shareholder to perform its obligations under this Agreement or (y) prevent or materially impede or delay the consummation of any transaction contemplated by this Agreement) is necessary on the part of the Shareholder for the execution, delivery and performance of this Agreement by the Shareholder or the consummation by the Shareholder of the transactions contemplated hereby.
POWER AND AUTHORITY; CONSENTS. The Shareholder has all requisite power and authority to enter into and perform its obligations under this Agreement. No filing with, and no permit, authorization, consent or approval of, any Governmental Entity (other than any required filing under Section 13 or Section 16 under the Exchange Act, filings or consents contemplated by the Merger Agreement or any filings or consents that, if not obtained, made or given, individually or in the aggregate, would not reasonable be expected to (x) impair in any material respect the ability of the Shareholder to perform its obligations under this Agreement or (y) prevent or materially impede or delay the consummation of any transaction contemplated by this Agreement) is necessary on the part of the Shareholder for the execution, delivery and performance of this Agreement by the Shareholder or the consummation by the Shareholder of the transactions contemplated hereby.
POWER AND AUTHORITY; CONSENTS. Such Shareholder Party has the capacity to execute and deliver this Agreement and fully understands the terms of this Agreement. With respect to Value, Value has the full corporate power and authority to execute and deliver this Agreement and no further corporate action on the part of Value is required for Value to execute and deliver this Agreement or perform its obligations hereunder. No filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of such Shareholder Party for the execution, delivery and performance of this Agreement by such Shareholder Party, the performance by such Shareholder Party of such Shareholder Party’s obligations hereunder or the consummation by such Shareholder Party of the transactions contemplated hereby.
POWER AND AUTHORITY; CONSENTS. Each Company has all power and authority under the laws of such Company's jurisdiction of organization and its articles of organization (or similar document) to conduct its business and to enter into, execute and deliver this Agreement and each other document executed in connection herewith and to perform its Payment Obligations hereunder and thereunder. The execution, delivery and performance by each Company of this Agreement and each other document executed in connection herewith do not require consent from any person or entity and do not violate, conflict with or cause a breach or a default under any law applicable to such Company, any of its organizational documents or any agreement or instrument binding on it.
POWER AND AUTHORITY; CONSENTS. (a) Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and to consummate the Transactions, and (b) the execution, delivery and performance of this Agreement by Seller does not, and the consummation of the Transactions will not, violate any provisions of Seller’s organizational documents or bylaws, or violate any provisions of any Law applicable to Seller, or any agreement, instrument, order, judgment or decree to which Seller is a party or by which Seller is bound, except in each case as would not reasonably be expected to have a Material Adverse Effect on Seller’s ability to consummate the Transactions. No consent, approval, waiver, order or authorization of, or registration, declaration or filing with, any Governmental Body or any other Third Party is required in connection with the execution and delivery of this Agreement or consummation of the Transactions by Seller.
