Authorization of Agreements The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of the Borrower.
Power, Authorization and Validity 2.2.1 Each of OWP and the Principal Shareholder has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which OWP and the Principal Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "OWP Ancillary Agreements"). The execution, delivery and performance of this Agreement and the OWP Ancillary Agreements have been duly and validly approved and authorized by OWP's Board of Directors and have been unanimously approved by the holders of all outstanding shares of OWP Stock. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP to enter into, and to perform its obligations under, this Agreement and the OWP Ancillary Agreements, except for (a) the filing of the Agreement of Merger with the California and Delaware Secretaries of State and the filing of appropriate documents with the relevant authorities of other states in which OWP is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws. 2.2.3 This Agreement and the OWP Ancillary Agreements are, or when executed by OWP and the Principal Shareholder will be, valid and binding obligations of OWP and the Principal Shareholder enforceable against OWP and the Principal Shareholder in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Agreement of Merger will not be effective until filed with the California and Delaware Secretaries of State.
Authorization of Agreement This Agreement has been duly authorized, executed and delivered by the Company.
Authorization of Notes The Company will authorize the issue and sale of $53,500,000 aggregate principal amount of its 7.25% Senior Notes due December 30, 2029 (the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 13). The Notes shall be substantially in the form set out in Exhibit 1. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Due Authorization and Execution The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the necessary corporate actions of such Party. This Agreement has been duly executed by such Party. This Agreement and any other documents contemplated hereby constitute valid and legally binding obligations of such Party enforceable against it in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created thereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors.