Common use of Authority of Sellers Clause in Contracts

Authority of Sellers. (a) Each Seller has full power and authority to execute, deliver and, subject to the entry of the Sale Order, perform this Agreement and each of the Ancillary Documents to which each Seller is a party. The execution, delivery and performance of this Agreement and such Ancillary Documents by each Seller have been duly authorized and approved by each Seller's board of directors (or similar governing body), is in accordance with the Bankruptcy Code and, subject to the entry of the Final Sale Order, does not require any authorization or consent of any Seller's shareholders or members that has not been obtained. This Agreement has been duly authorized, executed and delivered by Sellers and, subject to the entry of the Final Sale Order, is the legal, valid and binding obligation of Sellers enforceable in accordance with its terms, and each of the Ancillary Documents to which each Seller is a party has been duly authorized by Sellers and upon execution and delivery by Sellers and subject to the entry of the Final Sale Order, will be a legal, valid and binding obligation of Sellers enforceable in accordance with its terms. (b) Subject to receipt of the Required Consents and the Third Party Consents, neither the execution and delivery of this Agreement or any of the Ancillary Documents or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default or an event of default, or permit the acceleration of any liability or obligation, under (1) any charter (or similar governing instrument) or Bylaws (or similar governing document) of any Seller or any Transferred Subsidiary, (2) any Governmental Permits, (3) any Court Order to which any Seller or any Transferred Subsidiary is a party or any of the Purchased Assets is subject or by which any Seller or any Transferred Subsidiary is bound, (4) any Requirements of Law affecting Sellers or any Transferred Subsidiary or the Purchased Assets, or (5) any Seller Agreement listed or described on Schedule 2.1(e) on the date hereof.

Authority of Sellers. (a) Each Seller has full power and authority to execute, deliver and, subject to the entry of the Sale Order, perform its obligations under, and consummate the transactions contemplated by, this Agreement and each of the Ancillary Documents to which each such Seller is a party. The execution, delivery and performance of this Agreement and such Ancillary Documents by each Seller Seller, and consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by all required action on the part of each Seller's , including by each Seller’s board of directors (or similar governing body), is in accordance with the Bankruptcy Code ) and, subject to the entry of the Final Sale Order, does not require any authorization or consent of any Seller's ’s shareholders or members that has not been obtained. This Agreement has been duly authorized, executed and delivered by Sellers each Seller and, subject to the entry of the Final Sale Order, is the legal, valid and binding obligation of Sellers each Seller enforceable in accordance with its terms, and each of the Ancillary Documents to which each Seller is a party has been duly authorized by Sellers Seller and upon execution and delivery by Sellers each Seller and subject to the entry of the Final Sale Order, will be a legal, valid and binding obligation of Sellers each Seller enforceable in accordance with its termsterms in each case, subject as to enforceability, to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general principals of equity. (b) Subject Except as set forth in Schedule 4.2, after giving effect to receipt the Sale Order, none of the Required Consents and the Third Party Consents, neither the execution and delivery of this Agreement or any of the Ancillary Documents or by Sellers, the consummation by Sellers of any of the transactions contemplated hereby or thereby nor thereby, or compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Sellers, will conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default or an event of default, or permit the acceleration of any liability Liability or obligationobligation or loss of a material benefit, or result in the creation of any Encumbrance on any of the assets or properties of the Business (in each case with or without notice or lapse of time or both), under (1i) any charter (or similar governing instrument) or Bylaws by-laws (or similar governing document) of any Seller or any Transferred SubsidiaryPurchased Entity, (2ii) any Governmental Permits, (3) any Court Order to which any Seller or Purchased Entity is bound or any Transferred Subsidiary Purchased Asset is a party subject, (iii) any Legal Requirement (exclusive of Permits) affecting Sellers or the Purchased Assets, or i(v) any Assumed Contract to which any Seller or any of the Purchased Assets is subject a party or by which any Seller or any Transferred Subsidiary is otherwise bound, (4) any Requirements of Law affecting Sellers or any Transferred Subsidiary or the Purchased Assets, or (5) any Seller Agreement listed or described on Schedule 2.1(e) on the date hereof.

Authority of Sellers. (a) Each Seller has full the requisite corporate or limited liability company power and authority to execute, deliver and, subject to the entry of the Sale Order, perform this Agreement and each of the Ancillary Documents to which each such Seller is a party. The execution, delivery and performance of this Agreement and such Ancillary Documents by each Seller have been duly authorized and approved by each applicable Seller's ’s board of directors (or similar governing body), is in accordance with the Bankruptcy Code and, subject to the entry of the Final Sale Order, does not require any authorization or consent of any Seller's ’s shareholders or members that has not been obtained. This Agreement has been duly authorized, executed and delivered by Sellers and, subject to the entry of the Final Sale Order, is the legal, valid and binding obligation of Sellers enforceable in accordance with its terms, and each of the Ancillary Documents to which each Seller is a party has been duly authorized by Sellers such Seller and upon execution and delivery by Sellers such Seller and subject to the entry of the Final Sale Order, will be a legal, valid and binding obligation of Sellers such Seller enforceable in accordance with its terms, except in each case as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity. (b) Subject to requisite Bankruptcy Court approval, entry of the Sale Order, notice filings and consents required in connection with the Bankruptcy Case, and receipt of the Required Consents and the Third Party Consents, neither the execution and delivery of this Agreement or any of the Ancillary Documents or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default or an event of default, or permit the acceleration of any liability Liability or obligation, under (1i) any charter (or similar governing instrument) or Bylaws by-laws (or similar governing document) of any Seller or any Transferred SubsidiarySeller, (2ii) any Governmental Permits, (3iii) any Court Order to which any Seller is bound or any Transferred Subsidiary Purchased Asset is a party or any of the Purchased Assets is subject or by which any Seller or any Transferred Subsidiary is boundsubject, (4iv) any Requirements of Law Legal Requirement affecting Sellers or any Transferred Subsidiary or the Purchased Assets, or (5v) any Seller Agreement Assumed Contract listed or described any Assumed Leases, except in the case of clauses (ii), (iv) and (v) as would not individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on Schedule 2.1(e) on Sellers’ ability to consummate the date hereoftransactions contemplated by this Agreement.

Authority of Sellers. (a) Each Seller and each Member has full power and authority to execute, deliver and, subject to the entry of the Sale Order, and perform this Agreement and each all of the Seller Ancillary Documents Agreements to which each be executed, delivered and performed by such Seller is a partyor Member. The execution, delivery and performance of this Agreement and such Seller Ancillary Documents Agreements by each Seller and each Member have been duly authorized and approved by such Seller’s or Member’s manager or board of managers and members (in the case of each Seller's ) or board of directors and shareholders (or similar governing body), is in accordance with the Bankruptcy Code and, subject to the entry case of the Final Sale Order, does each Member) and do not require any further authorization or consent of any Seller's shareholders such Seller or its members that has not been obtainedor of such Member or its shareholders. This Agreement has been duly authorized, executed and delivered by Sellers and, subject to the entry of the Final Sale Order, each Seller and each Member and is the legal, valid and binding obligation of Sellers such Seller or Member enforceable in accordance with its terms, except as such enforceability may be subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and each of the Seller Ancillary Documents Agreements to which each be executed, delivered and performed by such Seller is a party or Member has been duly authorized by Sellers such Seller or Member and upon execution and delivery by Sellers and subject to the entry of the Final Sale Order, will be is a legal, valid and binding obligation of Sellers such Seller or Member enforceable in accordance with its terms, except as such enforceability may be subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. (b) Subject Each Owner has the legal right, power and capacity to receipt execute, deliver and perform this Agreement and all of the Required Consents Seller Ancillary Agreements to be executed, delivered and performed by such Owner. The execution, delivery and performance of this Agreement and each such Seller Ancillary Agreement by such Owner do not require any further authorization or consent of either Seller or such Owner. This Agreement has been duly executed and delivered by each Owner and is the legal, valid and binding obligation of such Owner enforceable in accordance with its terms, except as such enforceability may be subject to the laws of general application relating to bankruptcy, insolvency and the Third Party Consentsrelief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and each of the Seller Ancillary Agreements to be executed, delivered and performed by such Owner and is, a legal, valid and binding obligation of such Owner enforceable in accordance with its terms, except as such enforceability may be subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. (c) Except as set forth in Schedule 5.3, neither the execution and delivery of this Agreement or any of the Seller Ancillary Documents Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will will: (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of defaultacceleration, termination or cancellation or a loss of rights under, or permit result in the acceleration creation or imposition of any liability or obligationEncumbrance upon any of the Purchased Assets, under (1A) the certificate of formation or operating agreement of either Seller, or the certificate of incorporation or bylaws of either Member, (B) any charter Seller Agreement, (C) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or similar governing instrument) other authorization, right, restriction or Bylaws (or similar governing document) of any obligation to which either Seller or any Transferred Subsidiary, (2) any Governmental Permits, (3) any Court Order to which any Seller or any Transferred Subsidiary Selling Party is a party or any of the Purchased Assets is subject or by which any either Seller or any Transferred Subsidiary Selling Party is bound, (4D) any Court Order to which either Seller or any Selling Party is a party or any of the Purchased Assets is subject or by which either Seller or any Selling Party is bound, or (E) any Requirements of Law Laws affecting Sellers either Seller or any Transferred Subsidiary Selling Party or the Purchased Assets; or (ii) require the approval, consent, authorization or act of, or (5) the making by either Seller or any Seller Agreement listed Selling Party of any declaration, filing or described on Schedule 2.1(e) on the date hereofregistration with, any Person.

Authority of Sellers. (a) Each Seller of Sellers has full the corporate power and authority to execute, deliver and, subject to the entry of the Sale Order, and perform this Agreement and each all of the Seller Ancillary Documents Agreements to which each Seller it is a party. The execution, delivery and performance of this Agreement and such the Seller Ancillary Documents Agreements by each Seller Sellers have been duly authorized and approved by each Seller's board of directors (or similar governing body), is in accordance with the Bankruptcy Code and, subject to the entry of the Final Sale Order, does and do not require any further authorization or consent of any Seller's shareholders Sellers or members that has not been obtainedtheir respective stockholders. This Agreement has been duly authorized, executed and delivered by Sellers andand (assuming the valid authorization, subject to the entry execution and delivery of the Final Sale Order, this Agreement by Buyer) is the legal, valid and binding obligation of Sellers enforceable in accordance with its terms, and each of the Seller Ancillary Documents to which each Seller is a party Agreements has been duly authorized by Sellers FDC or FFMC, as the case may be, and (assuming the valid authorization, execution and delivery thereof by Buyer, where Buyer is a party, or the other party or parties thereto) upon execution and delivery by Sellers and subject to FDC or FFMC, as the entry of the Final Sale Ordercase may be, will be a legal, valid and binding obligation of Sellers FDC or FFMC, as the case may be, enforceable in accordance with its terms. (b) Subject , in each case subject to receipt bankruptcy, insolvency, reorganization, moratorium and similar laws of the Required Consents general application relating to or affecting creditors' rights and the Third Party Consentsto general equity principles. Except as set forth in Schedule 5.3, neither the execution and delivery of this Agreement or any of the Seller Ancillary Documents Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will will: (i) conflict with, violate, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of defaultacceleration, termination or cancellation or a loss of rights under, or permit result in the acceleration creation or imposition of any liability Encumbrance upon any of the Purchased Assets or obligationthe Subsidiaries, under (1) any the charter (or By-laws of Sellers or similar governing instrument) or Bylaws (or similar governing document) organizational documents of any Seller or any Transferred Subsidiary, (2) any Governmental PermitsSeller Agreement, (3) any Court Order other note, indenture, instrument, agreement, binding commitment or undertaking, mortgage, lease, license, franchise, permit (including Governmental Permits) or other authorization, right, restriction or obligation to which any Seller Sellers or any Transferred Subsidiary is a party or any of the Purchased Assets is subject or by which any Seller Sellers or any Transferred Subsidiary is bound, (4) any Requirements of Law affecting Court Order to which Sellers or any Transferred Subsidiary is a party or any of the Purchased Assets is subject or by which Sellers or any Subsidiary is bound or (5) any Requirements of Laws affecting Sellers, any Subsidiary or the Purchased Assets, other than, in the case of clauses (2) and (3), any such conflicts, violations, breaches, defaults, rights, loss of rights or Encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby; (5ii) require the approval, consent, authorization or act of, or the making or giving by Sellers or any Seller Agreement listed Subsidiary of any declaration, notice, filing or described on Schedule 2.1(eregistration with or to, any Governmental Body, except for (A) on in connection, or in compliance, with the date hereofprovisions of the HSR Act and (B) such approvals, consents, authorizations, declarations, notices, filings or registrations the failure of which to be obtained or made would not prevent the consummation of any of the transactions contemplated hereby; or (iii) require the approval, consent, authorization or act of, or the making or giving by Sellers or any Subsidiary of any declaration, notice, filing or registration with or to, any Person other than a Governmental Body, except for such approvals, consents, authorizations, declarations, notices, filings or registrations the failure of which to be obtained or made would not have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated hereby.

Authority of Sellers. (a) Each Seller has Sellers have full power and authority to execute, deliver and, subject to the entry of the Sale Order and Bidding Procedures Order, perform its obligations under, and consummate the transactions contemplated by, this Agreement and each of the Ancillary Documents to which each Seller Sellers is a party. The execution, delivery and performance of this Agreement and such Ancillary Documents by each Seller Sellers, and consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by each Seller's all required action on the part of Sellers, including by Sellers’s board of directors (or similar governing body), is in accordance with the Bankruptcy Code ) and, subject to the entry of the Final Sale Order, does not require any authorization or consent of any Seller's Sellers’s shareholders or members that has not been obtained. This Agreement has been duly authorized, executed and delivered by Sellers and, subject to the entry of the Final Sale Order, is the legal, valid and binding obligation of Sellers enforceable in accordance with its terms, and each of the Ancillary Documents to which each Seller Sellers is a party has been duly authorized by Sellers and upon execution and delivery by Sellers and subject to the entry of the Final Sale Order, will be a legal, valid and binding obligation of Sellers enforceable in accordance with its terms. (b) Subject to receipt of the Required Consents and the Third Party Consents, neither and after giving effect to the Sale Order, none of the execution and delivery of this Agreement or any of the Ancillary Documents or by Sellers, the consummation by Sellers of any of the transactions contemplated hereby or thereby nor thereby, or compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Sellers, will conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default or an event of default, or permit the acceleration of any liability Liabilities or obligationobligation or loss of a material benefit, or result in the creation of any Liabilities, Liens, Claims, Interests and Encumbrances on any of the assets or properties of the Business (in each case with or without notice or lapse of time or both), under (1i) any charter (or similar governing instrument) or Bylaws by-laws (or similar governing document) of any Seller or any Transferred SubsidiarySellers, (2ii) any Governmental Permits, (3iii) any Court Order to which any Seller Sellers is bound or any Transferred Subsidiary Purchased Asset is a party subject, (iv) any Legal Requirement affecting Sellers or the Purchased Assets, or (v) any Contract to which Sellers or any of the Purchased Assets is subject a party or by which any Seller or any Transferred Subsidiary is otherwise bound, (4) any Requirements of Law affecting Sellers or any Transferred Subsidiary or the Purchased Assets, or (5) any Seller Agreement listed or described on Schedule 2.1(e) on the date hereof.