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.
Appears in 4 contracts
Samples: Incorporacao Agreement (InBev Corporate Holdings Inc.), Incorporacao Agreement (Interbrew S A), Incorporacao Agreement (American Beverage Co Ambev)
