Due Execution and Authority. Each Loan Party has the corporate or limited liability company, as applicable, power and authority and the legal right to make, deliver and perform this Agreement and each other Loan Document to which it is a party and each Loan Party has the corporate, limited liability company or other organizational, as applicable, power and authority to, and has taken all necessary action to, authorize the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. No consent or authorization of, filing with, or other act by or in respect of, any Governmental Authority is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents except for any filings or recordings in connection with the perfection of the Liens granted under the Loan Documents.
Due Execution and Authority. Consultant’s execution of this Agreement and performance hereof is within Consultant’s duly authorized powers, the individuals executing this Agreement on Consultant’s behalf have been duly authorized by all requisite corporate or entity action to sign and bind Consultant to the terms of this Agreement, and this Agreement is a valid, binding, and enforceable obligation of Consultant.
Due Execution and Authority. This Agreement is duly authorized, --------------------------- executed and delivered by Buyer and 4MC and is a valid and legally binding agreement of Buyer and 4MC enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by limitations upon the availability of equitable remedies.
Due Execution and Authority. Each Shareholder has full capacity, --------------------------- power and authority to enter into this Agreement and all other agreements contemplated hereby to which any of them is or is to be a party at Closing (the "Other Agreements") and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each of the Other Agreements will be when delivered at the Closing, duly executed and delivered by the applicable Shareholder who is a party thereto and this Agreement constitutes, and each of the Other Agreements when executed and delivered will constitute, a valid and binding obligation of the applicable Shareholder who is a party thereto, enforceable in accordance with its terms.
Due Execution and Authority. Xxxx and Seller each have full capacity, --------------------------- power and authority to enter into, deliver and perform this Agreement and all other agreements contemplated hereby to which it is or is to be a party at Closing (the "Other Agreements") and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement have been, and the Other Agreements have been, duly and validly authorized by all necessary corporate action of Seller including, but not limited to, the adoption of resolutions by the Board of Directors of Seller and by Xxxx who are the record and beneficial owners of all of the issued and outstanding shares of capital stock of Seller. This Agreement has been, and each of the Other Agreements will be when delivered at the Closing, duly executed and delivered by Seller and/or Xxxx and this Agreement constitutes, and each of the Other Agreements when executed and delivered will constitute, a valid and binding obligation of Seller and/or Xxxx, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by limitations upon the availability of equitable remedies.
Due Execution and Authority. That Buyer has completed all corporate action on the part of Buyer, and obtained any and all consent, required to authorize the execution, delivery and performance of this Agreement by Buyer. Buyer agrees to exercise diligent efforts to complete all necessary corporate action on the part of Buyer, and to obtain any and all consent, required to authorize the execution, delivery and performance of this Agreement by Buyer on or before October 30, 1997. If Buyer fails to complete such necessary corporate action or to obtain such consent on or before October 30, 1997, Buyer may, by written notice to Seller on October 30, 1997, terminate this Agreement. In the event Buyer fails to terminate this Agreement as provided in the immediately preceding sentence on October 30, 1997, Buyer shall be conclusively presumed to have waived, and Buyer shall have thereby waived, the conditions set forth in this Paragraph 11.B.(5).
Due Execution and Authority. The Company and the Shareholder have full capacity, power and authority to enter into this Agreement and the Employment Agreement and to consummate the Transactions contemplated hereby and thereby. This Agreement has been, and the Employment Agreement will be when delivered at the Closing, duly executed and delivered by the Company and the Shareholder, as applicable, and this Agreement constitutes, and the Employment Agreement when executed and delivered will constitute, a valid and binding obligation of the
Due Execution and Authority. This Agreement is duly authorized, executed and delivered by Purchaser and is a valid and legally binding agreement of Purchaser enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by limitations upon the availability of equitable remedies.
Due Execution and Authority. The persons executing this Lease on behalf of Tenant and Landlord, by so executing, do hereby represent and warrant to each other that each person is duly authorized and empowered to execute and deliver this Lease, that all formalities required by the organizational instruments applicable to the Tenant and Landlord, as the case may be, have been fully satisfied and are consistent with the execution and delivery of this Lease, and in all respects, upon execution and delivery of this Lease by both Tenant and Landlord, such persons do further represent and warrant to each other that this Lease is a binding obligation of the party said person has acted on behalf of. Without adversely impacting the foregoing representations and warranties, the Tenant shall deliver to the Landlord, on or before executing this Lease, copies of such corporate resolutions or other instruments reflecting due execution and authority as the Landlord may reasonably request.
Due Execution and Authority. Each Shareholder has full capacity, --------------------------- power and authority to enter into this Agreement and all other agreements contemplated hereby to which any of them is or is to be a party at Closing (the "Other Agreements") and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each of the Other Agreements will be when delivered at the Closing, duly executed and delivered by the applicable Shareholder who is a party thereto and this Agreement constitutes, and each of the Other Agreements when executed and delivered will constitute, a valid and binding obligation of the applicable Shareholder who is a party thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by limitations upon the availability of equitable remedies.
