Authority; No Conflicts; Governmental Consents. (a) BCP is (and each of the other BCP Entities as of the Closing will be) duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has (or will have) all requisite corporate or limited liability company power and authority to enter into any agreement contemplated by this Agreement to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. All corporate or limited liability company acts and other proceedings required to be taken by BCP or Newco to authorize the execution, delivery and performance of this Agreement and each of the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby have been (or will be) duly and properly taken, including, without limitation, any member or stockholder approvals. This Agreement has been duly executed and delivered by BCP, and the Ancillary Agreements to which BCP or Newco will be a party, when executed will be, duly executed and delivered by each of BCP and Newco, as applicable, and each constitutes or will constitute a valid and binding obligation of BCP and Newco, as the case may be, enforceable against BCP and Newco, as the case may be, in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general principles (regardless of whether such enforceability is considered in a proceeding in equity or law).
Authority; No Conflicts; Governmental Consents. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to enter into the Transaction Documents and to consummate the Transactions. All corporate acts and other proceedings required to be taken by Seller to authorize the execution, delivery and performance of the Transaction Documents and the consummation of the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authority; No Conflicts; Governmental Consents. (a) Purchaser (i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (ii) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
Authority; No Conflicts; Governmental Consents. (a) Purchaser (i) is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (iii) is duly qualified or licensed and is in good standing to do business in each jurisdiction in which the properties owned, leased or operated by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not reasonably be likely to have a Material Adverse Effect on Purchaser.
Authority; No Conflicts; Governmental Consents. Title; -------------------------------------------------------------- Corporate Matters. -----------------
Authority; No Conflicts; Governmental Consents. (a) Buyer has all requisite corporate power and authority to enter into this Agreement and the Transitional Services Agreement and to consummate the Transactions. All corporate acts required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement and the Transitional Services Agreement and the consummation of the Transactions have been duly taken. When executed and delivered by Buyer at the Closing, this Agreement and the Transitional Services Agreement will constitute valid and binding obligations of Buyer, enforceable against Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authority; No Conflicts; Governmental Consents. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. Buyer has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions. All corporate acts and other proceedings required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement and the consummation of the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general principles (regardless of whether such enforceability is considered in a proceeding in equity or law).
Authority; No Conflicts; Governmental Consents. (a) Buyer is a corporation duly organized, validly existing and in active status under the laws of the State of Wisconsin. Buyer has all requisite corporate power and authority to enter into the Transaction Documents and to consummate the Transactions. All corporate acts and other proceedings required to be taken by Buyer to authorize the execution, delivery and performance of the Transaction Documents and the consummation of the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general principles (regardless of whether such enforceability is considered in a proceeding in equity or law).
Authority; No Conflicts; Governmental Consents. (a) Buyer has all requisite corporate power and authority to enter into this Agreement and the Transfer Documents and the Post Closing Services Agreement and to consummate the Transactions. All corporate acts required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement, the Transfer Documents and the Post Closing Services Agreement and the consummation of the Transactions have been duly taken. This Agreement has been duly executed and delivered by Buyer and constitutes, and when executed and delivered by Buyer at the Closing, each of the Transfer Documents and the Post Closing Services Agreement will constitute, a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authority; No Conflicts; Governmental Consents. (a) Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands. Purchaser has all necessary power and authority to enter into the Transaction Documents to which Purchaser is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized and executed by Purchaser, and (assuming due authorization, execution and delivery by the other parties thereto) constitute legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally.
