Authority, Execution and Enforceability. Such Party has full limited partnership or limited liability company, as applicable, power and authority to enter into this Agreement and the Transaction Documents to be delivered by such Party hereunder and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Transaction Documents to be delivered by such Party hereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by such Party. Such Party has duly executed and delivered this Agreement and the Transaction Documents to be delivered by such Party hereunder, and this Agreement and the Transaction Documents to be delivered by such Party hereunder constitute such Party’s legal, valid and binding obligation, enforceable against it in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies).
Authority, Execution and Enforceability. Such Party has full entity power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and approved by such Party. Such Party has duly executed and delivered this Agreement, and this Agreement constitutes such Party’s legal, valid and binding obligation, enforceable against it in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies).
Authority, Execution and Enforceability. Such WHR Stockholder has all requisite and legal capacity to enter into this Agreement and to perform his obligations hereunder. Such WHR Stockholder has duly executed and delivered this Agreement, and this Agreement constitutes such WHR Stockholder’s legal, valid and binding obligation, enforceable against him in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies). Such WHR Stockholder’s marital status is correctly set forth on Exhibit A.
Authority, Execution and Enforceability. The Company has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and approved by the Company. The Company has duly executed and delivered this Agreement, and this Agreement constitutes the Company’s legal, valid and binding obligation, enforceable against it in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies).
Authority, Execution and Enforceability. The Borrower has full power and authority to execute, deliver and perform this Agreement. All necessary action, corporate or otherwise, has been taken by the Borrower to authorize the execution, delivery and performance of this Agreement. This Agreement constitutes a valid, binding and enforceable obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ rights and subject to a court’s discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies.
Authority, Execution and Enforceability. The Purchaser's and Parent's execution, delivery and performance of this Agreement and the Purchaser Ancillary Documents and their consummation of the transactions contemplated by this Agreement and the Purchaser Ancillary Documents have been duly authorized by all necessary corporate action on the part of the Purchaser and the Parent. This Agreement and each other certificate, agreement, document or instrument to be executed and delivered by the Purchaser or the Parent at the Closing (the "PURCHASER ANCILLARY DOCUMENTS") have been, or will be, duly executed and delivered by the Purchaser and/or the Parent (as the case may be), and constitutes, or will constitute, the valid and legally binding agreements of the Purchaser and/or Parent (as the case may be), enforceable against the Purchaser and/or the Parent (as the case may be) in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
Authority, Execution and Enforceability. Purchaser has full power and authority to execute this Agreement and to consummate the Shares Purchase and Assignment of Debt and any other transactions contemplated hereby. The execution by Purchaser of this Agreement and the consummation by Purchaser of the Shares Purchase and Assignment of Debt and the other transactions contemplated hereby have been duly authorised by all necessary action. Purchaser has duly executed this Agreement and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.
Authority, Execution and Enforceability. Except as set forth on Schedule 5.2, SRE and each of the other SRI JV Companies has the requisite power and authority to execute, deliver and carry out the terms and provisions of the Alliance Agreements to be executed, delivered and (save in respect of corporate actions concerning the Reorganizations) carried out by each of them, if any, to which each of them is a party and to consummate the Transactions to which each of them is a party, and has taken all necessary corporate action to authorize the execution, delivery and performance of such Alliance Agreements, and no other act or proceeding, corporate or otherwise, on the part of SRE or any of the other SRI JV Companies is necessary to authorize the execution of the Alliance Agreements or the consummation of any of the Transactions. SRI has the power and authority to cause the SRI JV Companies to enter into and, prior to Closing, to carry out the obligations under the Alliance Agreements to which such companies are a party, and, to the extent applicable, to carry out the SRI Reorganization, in each case so as to be bound to the obligations thereunder. This JV Agreement has been duly executed by each of SRI and SRE and constitutes and the other Alliance Agreements when duly executed by them and the SRI JV Companies will constitute, a legal, valid and binding obligation of each of SRI, SRE and the other SRI JV Companies as the case may be, enforceable against each in accordance with its terms except to the extent that (i) such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceedings therefor may be brought. Except as described and contemplated by this JV Agreement, all corporate actions required from the SRI JV Companies in connection with the consummation of the Transactions have been duly performed.
Authority, Execution and Enforceability. Except as set forth on Schedule 6.2, each of the Goodyear JV Companies has the requisite power and authority to execute, deliver and carry out the terms and provisions of the Alliance Agreements to be executed, delivered and (save in respect of corporate actions concerning the Reorganizations) carried out by each of them, if any, to which each of them is a party and to consummate the Transactions to which each of them is a party, and has taken all necessary corporate action to authorize the execution, delivery and performance of such Alliance Agreements, and no other act or proceeding, corporate or otherwise, on the part of any of the Goodyear JV Companies is necessary to authorize the execution of the Alliance Agreements or the consummation of any of the Transactions. Goodyear has the power and authority to cause the Goodyear JV Companies to enter into and, prior to Closing, to carry out the obligations under the Alliance Agreements to which such companies are a party, and, to the extent applicable, to carry out the Goodyear Reorganization, in each case so as to be bound to the obligations thereunder. This JV Agreement has been duly executed by of each of Goodyear, Goodyear Fra, Goodyear Lux and Goodyear Canada and constitutes and the other Alliance Agreements when duly executed by them and the Goodyear JV Companies will constitute, a legal, valid and binding obligation of each of Goodyear, Goodyear Fra, Goodyear Lux, Goodyear Canada and the Goodyear JV Companies as the case may be, enforceable against each in accordance with its terms except to the extent that (i) such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceedings therefor may be brought. Except as described and contemplated by this JV Agreement, all corporate actions required from the Goodyear JV Companies in connection with the consummation of the Transactions have been duly performed.
Authority, Execution and Enforceability. (a) The Company (i) has full right, power and authority to execute and deliver this Agreement, and (ii) had or has full right, power and authority to execute and deliver the Recapitalization Agreement, the Amended and Restated Operating Agreement, the Members' Agreement, the Credit Agreement, the Indenture and the Senior Subordinated Notes Purchase Agreement (collectively, the "Transaction Documents") and to perform its respective obligations hereunder and thereunder; and all requisite action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby have been duly and validly taken.
