AUTHORITY APPROVALS. Except as otherwise indicated elsewhere in this Agreement, wherever in this Agreement approvals are required to be given or received by Authority, it is understood that the CEO, or a designee of the CEO, is hereby empowered to act on behalf of Authority.
AUTHORITY APPROVALS. (i) The execution and delivery of this Agreement by Holdings GP, the consummation by Holdings GP of each of the transactions and the performance by Holdings GP of each of its obligations contemplated hereby have been duly and properly authorized by all necessary limited liability company action on the part of Holdings GP. This Agreement has been duly executed and delivered by Holdings GP and, assuming the accuracy of the representations and warranties of NRGY in Section 5 hereof, constitutes the valid and legally binding obligation of Holdings GP, enforceable against it in accordance with its terms, subject, (A) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (B) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies.
AUTHORITY APPROVALS. The execution, delivery and performance of this Agreement by each of Buyer and Merger Sub and the consummation of the transactions contemplated hereby are within their respective corporate powers and have been duly and validly authorized by all necessary corporate action on the part of each of Buyer and Merger Sub (other than the filing of a Certificate of Merger pursuant to the DGCL). This Agreement has been duly executed and delivered by Buyer and Merger Sub, and (assuming due authorization, execution and delivery by the Company, the Principal Stockholder and Stockholders’ Representative) constitutes the valid and binding obligation of each of Buyer and Merger Sub, enforceable against each of Buyer and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights generally and by the application of general principles of equity.
AUTHORITY APPROVALS. (a) The execution and delivery of this Agreement by the Holder, the consummation by the Holder of each of the transactions and the performance by the Holder of its obligations contemplated hereby have been duly and properly authorized by all necessary limited liability company action on the part of the Holder. This Agreement has been duly executed and delivered by the Holder, and, assuming the accuracy of the representations and warranties of the Partnership in Section 3 hereof, constitutes the valid and legally binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject, (i) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies.
AUTHORITY APPROVALS. Except as otherwise specifically indicated elsewhere in this Contract, wherever in this Contract approvals are required to be given or received by Authority, it is understood that the CEO or designee is hereby empowered to act on behalf of Authority.
AUTHORITY APPROVALS. The Purchaser, the Sellers and/or the Company, as the case may be, shall have obtained all necessary authorisations, approvals and consents from all relevant authorities required for the lawful and valid consummation of the transaction contemplated hereunder.
AUTHORITY APPROVALS. (a) (i) The execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the purchase of the Shares to be purchased by it have been duly and properly authorized by all necessary action on the part of such Investor, (ii) this Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by it or on its behalf and, assuming the accuracy of the representations and warranties of the Company in Section 3.4 hereof, constitute the valid and legally binding obligations of such Investor, enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iii) the purchase of the Shares to be purchased by such Investor does not conflict with or violate (A) any material agreement to which it is a party or to which its properties are subject or (B) assuming the approvals referred to in Section 4.2(b) are duly and timely made or obtained, any Law applicable to such Investor, in each case in a manner that could reasonably be expected to materially hinder or impair the completion of any of the transactions contemplated hereby; and (iv) the purchase of Shares to be purchased by such Investor does not impose any penalty or other onerous condition on such Investor that could reasonably be expected to materially hinder or impact the completion of any of the transactions contemplated hereby.
AUTHORITY APPROVALS. (i) Purchaser represents and warrants to the Company that (a) the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the purchase of the Shares to be purchased by it have been duly and properly authorized, (b) this Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by it or on its behalf and, assuming the accuracy of the representations and warranties of the Company in Section 3.1(d) hereof, constitute the valid and legally binding obligations of Purchaser, enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; (c) the purchase of the Shares to be purchased by it does not conflict with or violate (1) its partnership agreement or (2) any law applicable to it in a manner that could materially hinder or impair the completion of any of the transactions contemplated hereby; and (d) the purchase of Shares to be purchased by it does not impose any penalty or other onerous condition on Purchaser that could materially hinder or impact the completion of any of the transactions contemplated hereby.
AUTHORITY APPROVALS. All filings with, and approvals by, any federal, state or local Authorities required to be made or received prior to the consummation of the transactions contemplated by this Agreement shall have been made or received.
AUTHORITY APPROVALS. Buyer has all necessary limited liability company power and authority to execute and deliver this Agreement and the Ancillary Documents to which Buyer is or will be a party, and to complete the transactions contemplated by this Agreement. Buyer has taken all action required by Law, Buyer’s Governing Documents and otherwise to authorize Buyer’s execution and delivery of this Agreement and the Ancillary Documents to which Buyer is or will be a party and the performance of Buyer’s obligations hereunder and thereunder. No other limited liability company proceeding or action on the part of Buyer is necessary to approve and authorize Buyer’s execution and delivery of this Agreement or any of the Ancillary Documents to which Buyer is or will be a party or the performance of its obligations hereunder or thereunder. Buyer has duly and validly executed and delivered this Agreement, and the Ancillary Documents to be executed and delivered by Buyer will at the Closing be duly executed and delivered by Buyer. Assuming the due authorization, execution and delivery of this Agreement by Parent and Seller, this Agreement constitutes, and at the Closing each Ancillary Document to be executed and delivered by Buyer, assuming the due authorization, execution and delivery by Seller and/or Parent, as applicable, of each such Ancillary Document to which Seller or Parent is or will be a party, will constitute, the legal and valid binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
