Common use of Authority; Execution and Delivery; and Enforceability Clause in Contracts

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. AmBev Each of Landry's and Purchaser has full the requisite corporate power and authority to execute authorixx xx xxecute 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") Related Documents 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 Meetingperform its obligations thereunder. The execution and delivery by AmBev each of Landry's and Purchaser 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 xxxxxxxtions contemplated hereby have been duly authorized by all necessary corporate action (corporate or otherwise)on the part of Purchaser and Landry's, 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 execution and as set forth in Schedule 2.03delivery of the Related Documents to xxxxx xt is a party, and the consummation by each of Landry's and Purchaser of the transactions contemplated thereby will xx xxxxorized by all necessary corporate action prior to Closing on the part of each of Landry's and Purchaser, respectively. AmBev has duly Each of Landry's and Purchaser xxx xxxy executed and delivered this Agreement and prior Agreemenx xxx xxior to the Closing will have duly executed and delivered each other Operative Agreement specified to be delivered on or before the Closing Related Document to which it is, or is specified to be, a party, and this Agreement constitutes, and each other Operative Agreement Related Document to which it is, or is specified to be, a party will as of after the Closing will constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of applicable except as may be limited by bankruptcy, insolvency and insolvency, reorganization, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and general equitable principles of general applicabilityprinciples.