Authority; Execution and Delivery; and Enforceability. Purchaser has full power and authority to execute this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the Acquisition and the other transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and the consummation by Purchaser of the Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action. Purchaser has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, its legal, valid, and binding obligation, enforceable against it in accordance with its terms.
Authority; Execution and Delivery; and Enforceability. Each of Purchaser and Purchaser Guarantor has full power and authority to execute this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the Acquisition and the other transactions contemplated hereby and thereby. The execution and delivery by each of Purchaser and Purchaser Guarantor of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and the consummation by Purchaser of the Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action. Each of Purchaser and Purchaser Guarantor has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity.
Authority; Execution and Delivery; and Enforceability. Purchaser has full power and authority to execute, deliver and perform this Agreement and each other Transaction Document to which it is, or is specified to be, a party and to consummate the Acquisition and the other Transactions. The execution, delivery and performance by Purchaser of this Agreement and each other Transaction Document to which it is, or is specified to be, a party and the consummation by Purchaser of the Acquisition and the other Transactions have been duly authorized by all necessary corporate action. Purchaser has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each other Transaction Document to which it is, or is specified to be, a party, and this Agreement constitutes, and each other Transaction Document to which it is, or is specified to be, a party will after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject, as to enforceability, to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).
Authority; Execution and Delivery; and Enforceability. AmBev has full power and authority to execute this Agreement and the other agreements and instruments to be executed and delivered in connection with or as contemplated by this Agreement (such other agreements and instruments being collectively referred to as the "Operative Agreements") to which it is, or is specified to be, a party and to consummate the transactions contemplated hereby and thereby (the "Transactions"), other than approvals described in Sections 1.01 and 1.04 to be received at the First Extraordinary Shareholders Meeting and the Second Extraordinary Shareholders Meeting. The execution and delivery by AmBev of this Agreement and the other Operative Agreements to which it is, or is specified to be, a party and the consummation by AmBev of the Transactions have been duly authorized by all necessary action (corporate or otherwise), other than approvals described in Sections 1.01 and 1.04 to be received at the First Extraordinary Shareholders Meeting and the Second Extraordinary Shareholders Meeting and as set forth in Schedule 2.03. AmBev has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each other Operative Agreement specified to be delivered on or before the Closing to which it is, or is specified to be, a party, and this Agreement constitutes, and each other Operative Agreement to which it is, or is specified to be, a party will as of the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and equitable principles of general applicability.
Authority; Execution and Delivery; and Enforceability. Purchaser has full power and authority to execute this Agreement and to consummate the Acquisition and the other transactions contemplated hereby. The execution and delivery by Purchaser of this Agreement and the consummation by Purchaser of the Acquisition and the other transactions contemplated hereby have been duly authorized by all necessary corporate action. Purchaser has duly executed and delivered this Agreement and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.
Authority; Execution and Delivery; and Enforceability. Each of Interbrew and Mergeco has full power and authority to execute this Agreement and the other Operative Agreements to which it is, or is specified to be, a party and to consummate the Transactions, except as set forth in Schedule 3.03. The execution and delivery by each of Interbrew and Mergeco of this Agreement and the other Operative Agreements to which it is, or is specified to be, a party and the consummation by Interbrew and Mergeco of the Transactions have been duly authorized by all necessary action (corporate or otherwise), except as set forth in Schedule 3.03. Each of Interbrew and Mergeco has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each other Operative Agreement specified to be delivered on or before the Closing to which it is, or is specified to be, a party, and this Agreement constitutes, and each such other Operative Agreement to which it is, or is specified to be, a party will as of the Closing Date constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and equitable principles of general applicability.
Authority; Execution and Delivery; and Enforceability. The Acquirer has full power and authority to execute this Agreement and to consummate the Acquisition and the other transactions contemplated hereby. The execution and delivery by the Acquirer of this Agreement and the consummation by the Acquirer of the Acquisition and the other transactions contemplated hereby have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by the Acquirer and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Acquirer, enforceable against the Acquirer in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles, whether considered in a proceeding at law or in equity.
Authority; Execution and Delivery; and Enforceability. Buyer has all corporate power and authority to execute this Agreement and the Related Documents to which it is, or is specified to be, a party and to consummate the Transactions. The execution and delivery by Buyer of this Agreement and the Related Documents and the consummation of the Transactions have been or, prior to the Closing, will be duly authorized by all necessary corporate action on the part of Buyer. Buyer has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each Related Document to which it is, or is specified to be, a party, and this Agreement constitutes, and each Related Document to which it is, or is specified to be, a party will after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and general equitable principles.
Authority; Execution and Delivery; and Enforceability. Purchaser has full power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery by Purchaser hereof and the consummation by Purchaser of the Transactions have been duly authorized by all necessary action. Purchaser has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by laws affecting the enforcement of creditors’ rights generally or by general equitable principles.
Authority; Execution and Delivery; and Enforceability. Purchaser has all limited liability company power and authority to execute, deliver and perform this Agreement and the Related Documents to which it is, or is specified to be, a Party and to consummate the Transactions. Purchaser has duly executed and delivered this Agreement, and this Agreement, when executed by the other Party or Parties to the Agreement, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights generally and general equitable principles. When each other Related Document to which Purchaser is, or will be a Party, has been duly executed and delivered by Purchaser (assuming due authorization, execution and delivery by each other Party or Parties thereto), such Related Document to which Purchaser is, or will be a Party, will constitute a legal and binding obligation, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights generally and general equitable principles.
