Authority; Consents. Parent and Sub have all requisite corporate ------------------- power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by Parent and Sub and constitutes the valid and binding obligations of Parent and Sub, enforceable in accordance with its terms, except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. The execution and delivery of this Agreement by Parent and Sub does not, and, as of the Closing, the consummation of the transactions contemplated hereby and thereby will not, Conflict with (i) any provision of the respective Articles of Incorporation or Bylaws of Parent or Sub or (ii) any agreement or instrument, permit, judgment, statute, law, rule or regulation applicable to Parent or Sub. No consent, waiver, approval, or registration, declaration or filing with, any Governmental Entity or any third party is required by or with respect to any of the Parent or Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
Authority; Consents. The execution, delivery and performance of the Transaction Documents have been duly authorized by all necessary action of the Company. Except for consents and approvals previously obtained, no consent or approval of, or exemption by, any person or entity, governmental or private, is required to authorize the execution, delivery and performance of the Transaction Documents or the validity thereof.
Authority; Consents. Guarantor is duly authorized and empowered to execute, deliver and perform this Agreement, and all corporate action on Guarantor's part requisite for the due execution, delivery and performance of this Agreement has been taken. No consent, approval, authorization or other order of any Person, and no Governmental Authorization, which in either case has not been obtained, is required to be made or obtained by Guarantor for the execution, delivery, or performance of this Agreement by Guarantor.
Authority; Consents. (a) The execution, delivery, and consummation of this Agreement by Seller has been duly authorized by its Members in accordance with all applicable Legal Requirements and the organizational documents of Seller, and at the Closing Date no further action will be necessary on the part of Seller to make this Agreement valid and binding on Seller and enforceable against Seller in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby may be affected by bankruptcy, reorganization, moratorium, insolvency, public policy, and similar laws of general application affecting the rights and remedies of creditors and by general equity principles.
Authority; Consents. Seller has all requisite corporate power and authority to enter into this Agreement and to which they are a party and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the exhibits to the Agreement) have been duly authorized by all necessary corporate action on the part of Seller and no further action is required on the part of Seller to authorize the Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against each party in accordance with its terms, except as such enforceability may be limited by bankruptcy and similar laws and general principles of equity. The execution and delivery of this Agreement by Seller does not, and, as of the Closing, the consummation of the transactions contemplated hereby (including the exhibits to the Agreement) will not, materially conflict with, or result in any material violation of, or material default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate of Incorporation or Bylaws of Seller or (ii) any mortgage, indenture, material lease, material contract or other material agreement or other instrument, permit, concession, franchise, material license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller or their respective properties or assets. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or foreign governmental authority, instrumentality, agency or Commission having jurisdiction over Seller ("Governmental Entity") or any third party, is required by or with respect to Seller in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. ARTICLE III
Authority; Consents. Seller has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and to own, license or lease the Assets and to operate and use the Assets and to carry on its business as presently conducted. The execution and delivery of this Agreement and Exhibits and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Seller. This Agreement and the Exhibits hereto have been duly executed and delivered by Seller and are valid, binding and enforceable obligations of Seller and constitute the valid and binding obligations of Seller, enforceable in accordance with their terms except as such enforceability may be limited by bankruptcy or similar laws and general principles of equity. The execution and delivery of this Agreement and the Exhibits hereto by the Sellers do not, and, as of the Closing, the consummation of the transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or default under or give rise to a right of termination or acceleration of any obligation or loss of any benefit under (any such event, a "Conflict") (i) any provision of the Articles of Incorporation or Bylaws of Seller or (ii) any agreement or instrument, permit, judgment, statute, law, rule or regulation applicable to Sellers or their respective properties or assets. No consent, waiver, approval, or registration, declaration or filing with, any court, administrative agency or other federal, state, county, local or foreign governmental authority, or agency having jurisdiction over the Sellers ("Governmental Entity") or any third party (so as to enable Sellers to assign Buyer the Assets and all of the Sellers' rights and benefits under the Contracts), is required by or with respect to any of the Sellers in connection with the execution and delivery of this Agreement or the Exhibits or the consummation of the transactions contemplated hereby or thereby.
Authority; Consents. (a) The Company has all necessary corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company's Board of Directors and no other corporate proceedings on the part of the Company or any of the Company Subsidiaries are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger (unless effected pursuant to Section 253 of the DGCL) the approval and adoption of this Agreement by the holders of a majority of the then outstanding shares of Company Common Stock). This Agreement has been duly and validly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
Authority; Consents. 8.3.1. The Purchaser is not required to make any filing with, give any notice to, or obtain any consent from any authority in connection with the execution of this Agreement or the completion of the transaction contemplated by this Agreement.
Authority; Consents. The Owner confers (and will cause the Capital Companies to confer) on the Manager all such authorities and grants all such consents as may be necessary for the Manager’s performance of its duties under this Agreement, agrees to comply with Applicable Laws in connection with the Owner Containers, and will, at the request of the Manager, confirm any such authorities and consents to any third parties, execute such other documents and do such other things as the Manager may reasonably request for the purpose of giving full effect to this Agreement and enabling the Manager to carry out its duties hereunder.
