Authority, Due Execution and Binding Effect. Such Seller has the requisite power and authority and full legal capacity to execute and deliver this Agreement and each Ancillary Agreement to which such Seller will be a party, to consummate the Transaction, and to perform such Seller’s obligations under this Agreement and the Ancillary Agreements. The execution, delivery and performance by each Seller of this Agreement and the consummation of the Transaction, have been duly authorized by all necessary action on the part of such Seller. Assuming the due authorization, execution and delivery by the Purchaser, this Agreement constitutes the valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions. Each Ancillary Agreement to which such Seller will be a party will be duly executed and delivered by such Seller, and, assuming that such Ancillary Agreement constitutes a valid and binding obligation of the other parties thereto, will constitute a valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be limited by the Enforceability Exceptions.
Authority, Due Execution and Binding Effect. The Purchaser has the requisite corporate power and authority and full legal capacity to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party, to consummate the Transaction and to perform its obligations under this Agreement and the Ancillary Agreements. The execution, delivery and performance by the Purchaser of this Agreement and each Ancillary Agreement to which it will be a party, and the consummation of the Transaction, have been duly authorized by all necessary action on the part of the Purchaser. Assuming the due authorization, execution and delivery by the other Parties, this Agreement shall constitute, upon such execution and delivery hereof, the valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms except as enforcement may be limited by the Enforceability Exceptions. Each Ancillary Agreement to which the Purchaser will be a party will be duly executed and delivered by the Purchaser, and, assuming that such Ancillary Agreement constitutes a valid and binding obligation of the other parties thereto, will constitute a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except to the extent that the enforceability thereof may be limited by the Enforceability Exceptions.
Authority, Due Execution and Binding Effect. Such Buyer has the requisite legal capacity, power and authority to execute and deliver the Transaction Agreements to which it is a party and to consummate the Transaction and to perform its obligations under the Transaction Agreements to which it is a party. The applicable Transaction Agreements entered into at the Closing to which such Buyer is a party have been duly and validly executed and delivered by such Buyer. Assuming the due authorization, execution and delivery by the other Parties, this Agreement will constitute, upon such execution and delivery in each case thereof, the legal, valid and binding obligations of such Buyer, enforceable in accordance with its terms, except as enforcement thereof may be limited by applicable Insolvency Laws.
Authority, Due Execution and Binding Effect. Each of the Buyer Parties has the requisite legal power and authority to (and has taken all necessary action to permit it to) execute and deliver this Agreement and the Transaction Agreements to which it is a party, and to consummate the Transaction and to perform its obligations hereunder and thereunder. This Agreement has been duly and validly executed and delivered by each of the Buyer Parties and, at the Closing, each of the Transaction Agreements to which such Person is a party will be duly and validly executed and delivered by such Person. Assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and the Transaction Agreements will constitute, upon such execution and delivery hereof or thereof, the legal, valid and binding obligations of each of the Buyer Parties, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by applicable Insolvency Laws.
Authority, Due Execution and Binding Effect. Each of the Company and the Issuer has the requisite legal capacity, power and authority (i) to execute and deliver the Transaction Agreements, the Merger Agreement and the Ancillary Documents (as defined in the Merger Agreement) to which it is or will be a party, (ii) to consummate the Transaction, the Restructuring and the Summit Transaction, (iii) to issue the Purchased Preferred Units at the Closing and the Subsequent Closing and the Common Units (or other Preferred Units) issuable upon conversion of the Purchased Preferred Units (the “Conversion Units”), as applicable, and (iv) to perform its obligations under the Transaction Agreements, the Merger Agreement, the Ancillary Documents (as defined in the Merger Agreement) and all limited liability company action required to be taken by the Board and the Company’s current members (as each exists prior to the completion of the Restructuring), and the board of directors and equityholder of the Issuer, to authorize the foregoing has been duly and validly taken, including, with respect to the Company, by the receipt of Special Board Approval and the approval of the Walgreens Transaction Committee. The Amended and Restated Operating Agreement, the Investors’ Rights Agreement, and the Indemnification Agreement will be duly and validly executed and delivered by the Issuer on or prior to the Closing Date. This Agreement has been duly and validly executed and delivered by the Company and the Issuer. Assuming the due authorization, execution and delivery by the other parties hereto and thereto, each Transaction Agreement, the Merger Agreement and the Ancillary Documents (as defined in the Merger Agreement) will constitute, upon such execution and delivery thereof, the valid and binding obligations of the Company and the Issuer, enforceable in accordance with their respective terms except as enforcement thereof may be limited by applicable Insolvency Laws. Other than the Requisite Company Unitholder Approval and (i) as of the date hereof and as of the Closing, (x) the consent from the members of the Company to approve the Restructuring and the Amended and Restated Operating Agreement and (y) the consent of the sole member of the Issuer prior to the Restructuring to approve the Transaction, the Restructuring and the Summit Transaction and (ii) as of immediately following the Restructuring and as of the Closing, the consent of the members of the Issuer following the Restructuring to approve the Transactions, no vote o...
Authority, Due Execution and Binding Effect. Buyer has the requisite power and authority to execute and deliver this Agreement, each Ancillary Agreement to which Buyer is a party and to consummate the Transactions and to perform its obligations under this Agreement and such Ancillary Agreements. This Agreement and each Ancillary Agreement to which Buyer is a party have been duly and validly executed and delivered by Buyer. Assuming the due authorization, execution and delivery by the other Parties hereto, this Agreement and the Ancillary Agreements to which Buyer is a party shall constitute, upon such execution and delivery hereof and thereof, valid and binding obligations of Buyer, enforceable in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in Law or equity).
Authority, Due Execution and Binding Effect. The Company has all requisite power and authority to execute and deliver this Agreement and the Transaction Documents, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. This Agreement and the Transaction Documents have been duly and validly executed and delivered by the Company and constitute the valid and binding obligations of the Company, enforceable in accordance with their respective terms except as enforcement thereof may be limited by applicable Insolvency Laws.
Authority, Due Execution and Binding Effect. The execution and delivery of this Agreement and the performance by the Purchaser of its obligations hereunder, have been duly authorized by all necessary corporate action. This Agreement constitutes the legal, valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with its terms except as enforcement thereof may be limited by applicable Insolvency Laws.
Authority, Due Execution and Binding Effect. The Company has, or will have when the Transaction Agreements to which it is or will be a party are executed and delivered, the requisite legal capacity, power and authority (i) to execute and deliver the Transaction Agreements to which it is or will be a party, (ii) to consummate the Transaction, (iii) to issue the Purchased Class D Preferred Units at the Closing and the Common Units issuable upon conversion of the Purchased Class D Preferred Units (the “D Conversion Units”), and (iv) to perform its obligations under the Transaction Agreements and all limited liability company action required to be taken by the Board and the Company’s current members to authorize the foregoing has been taken. This Agreement, the Note, the Amended and Restated Operating Agreement, the Investors’ Rights Agreement, the Indemnification Agreements and the Amendment to Collaboration Agreement will be duly and validly executed and delivered by the Company on or prior to the Closing Date. Assuming the due authorization, execution and delivery by the other parties hereto and thereto, each Transaction Agreement will constitute, upon such execution and delivery thereof, the valid and binding obligations of the Company, enforceable in accordance with their respective terms except as enforcement thereof may be limited by applicable Insolvency Laws.
Authority, Due Execution and Binding Effect. Such Seller has the requisite power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party, to consummate the transactions contemplated hereby and thereby and to perform its obligations under this Agreement and each other Transaction Document to which it is a party. This Agreement has been, and each other Transaction Document to which such Seller is a party will be, duly and validly executed and delivered by such Seller. Assuming the due authorization, execution and delivery by the other parties hereto, this Agreement constitutes the valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Applicable Laws affecting the enforcement of creditors rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in law or equity).
