Validity of Obligations Sample Clauses

Validity of Obligations. The execution and delivery of this Agreement by the Company and the performance of the transactions contemplated herein have been duly and validly authorized by the Board of Directors of the Company and this Agreement has been duly and validly authorized by all necessary corporate action and is a legal, valid and binding obligation of the Company.
Validity of Obligations. The execution and delivery of this Agreement by TCI and Newco and the performance of the transactions contemplated herein have been duly and validly authorized by the respective Boards of Directors of TCI and Newco and this Agreement has been duly and validly authorized by all necessary corporate action and is a legal, valid and binding obligation of TCI and Newco.
Validity of Obligations. The execution and delivery of this Agreement by the COMPANY and the performance of the transactions contemplated herein have been duly and validly authorized by the Board of Directors and shareholders of the COMPANY and this Agreement has been duly and validly authorized by all necessary corporate action and, assuming due authorization, execution and delivery by URSI, is a legal, valid and binding obligation of the COMPANY, enforceable against the COMPANY in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies.
Validity of Obligations. The execution and delivery of this Agreement by HOLDING and NEWCO and the performance by them of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of HOLDING and NEWCO and this Agreement has been duly and validly authorized by all necessary corporate action and is a legal, valid and binding obligation of HOLDING and NEWCO enforceable against HOLDING and NEWCO in accordance with its terms. The execution and delivery of the Other Agreements by HOLDING and the other subsidiaries of HOLDING that are party thereto and the performance by each of them of the transactions contemplated thereby have been duly and validly authorized by the respective Boards of Directors of HOLDING and such subsidiaries, and such Other Agreements have been duly and validly authorized by all necessary corporate action and are legal, valid and binding obligations of HOLDING and the subsidiaries that are party thereto.
Validity of Obligations. The Performance Guarantor agrees that its obligations under this Performance Guaranty shall be absolute and unconditional, irrespective of (i) the validity, enforceability, avoidance, subordination, discharge, or disaffirmance by any Person (including a trustee in bankruptcy) of the Guaranteed Obligations, (ii) the absence of any attempt by the Administrator or any Purchaser to collect any Receivables, or the absence of any attempt by the Administrator or any other Beneficiary to obtain performance or observance of the Guaranteed Obligations from any applicable Originator or any other Person, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrator with respect to any provision of any instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance of, or in any other term of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (v) any law, regulation or order of any jurisdiction affecting any term of any of the Guaranteed Obligations, or rights of the Administrator or any other Beneficiary with respect thereto, (vi) the failure by the Administrator or any Purchaser to take any steps to perfect and maintain perfected its interest in any Receivable or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any authorization or approval from or other action by or to notify or file with, any governmental authority or regulatory body required in connection with the performance of the obligations hereunder by the Performance Guarantor or (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a default available to, or a discharge of any Originator or the Performance Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above. The Performance Guarantor waives all set-offs and counterclaims and all presentments, demands of performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance Guaranty. The Performance Guarantor’s obligations under this Performance Guaranty shall not be limited if the Administrator or any other Beneficiary is precluded for any reason (i...
Validity of Obligations. The execution and delivery of this Agreement by the Company and the performance of the transactions contemplated herein have been duly and validly authorized by the Board of Directors of the Company and this Agreement has been duly and validly authorized by all necessary corporate action and is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as limited by bankruptcy, insolvency or other similar laws of general application relating to or affecting the enforcement of creditors' rights generally, and the individual(s) signing this Agreement on behalf of the Company have the legal power, authority and capacity to bind the Company.
Validity of Obligations. Each Credit Party acknowledges and agrees that, both before and after giving effect to this Agreement and the Amended Credit Agreement, each Credit Party is, jointly and severally, indebted to the Lenders and the other Secured Parties for the Obligations, without defense, counterclaim or offset of any kind and each Credit Party hereby ratifies and reaffirms the validity, enforceability and binding nature of the Obligations both before and after giving effect to this Agreement and the Amended Credit Agreement (except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditorsrights generally and subject to general principles of equity).
Validity of Obligations. The execution and delivery of this Agreement by Buyer and the performance by Buyer of the transactions contemplated therein have been duly and validly authorized by the Board of Directors of Buyer, and this Agreement has been duly and validly authorized by all necessary corporate action, duly executed and delivered at or prior to the Closing and shall be the legal, valid and binding obligations of Buyer, enforceable against it in accordance with its’ terms.
Validity of Obligations. The execution and delivery of this Agreement by the COMPANIES and the performance of the transactions contemplated herein have been duly and validly authorized by the Board of Directors and the STOCKHOLDER of the COMPANIES and this Agreement has been duly and validly authorized by all necessary corporate action and is a legal, valid and binding obligation of the COMPANIES and the STOCKHOLDER.
Validity of Obligations. 23 5.28 RELATIONS WITH GOVERNMENTS......................................23 5.29 DISCLOSURE......................................................23 5.30