Authorization And Enforceability definition
Authorization And Enforceability. Each of PCI and PAC has taken all necessary corporate actions to authorize the execution, delivery and performance of this Agreement, and the other agreements and documents required to be delivered by it pursuant hereto, including the sale of the PCI Shares by PCI and the sale of the PAC Shares by PAC in accordance with the provisions of this Agreement. Each Purchased Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of those agreements and documents required to be delivered by it pursuant hereto and to authorize the transfer and assignment of the Purchased Shares to the Purchaser in accordance with the provisions of this Agreement. The PCC Limited Partnership has taken all necessary actions to authorize the execution, delivery and performance of those agreements and documents required to be delivered by it pursuant hereto. This Agreement has been duly executed and delivered by each of PCI and PAC and this Agreement constitutes, and all other documents executed and delivered on behalf of PCI, PAC and a Purchased Entity pursuant hereto shall, when executed and delivered, constitute, valid and binding obligations of PCI, PAC and such Purchased Entity enforceable in accordance with their respective terms and conditions, subject to the qualification that such enforceability may be subject to (i) bankruptcy, insolvency, fraudulent preference, reorganization or other laws affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or law).