Authority; Ownership of Stock. No Conflict or Violation. TPR Netherlands has all necessary power and authority to own the TPRS Exchange Shares and to enter into, deliver and carry out its obligations under the Transaction Documents. The TPR Indemnitors have taken all action necessary to consummate the transactions contemplated thereby and to perform their obligations thereunder. Each of the Transaction Documents to which a TPR Indemnitor is a party has been duly executed and delivered by or on behalf of such TPR Indemnitor. Each Transaction Document to which a TPR Indemnitor is a party is the legal, valid and binding obligation of such TPR Indemnitor, enforceable against it in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditor's rights generally and by the application of equitable principles by courts of competent jurisdiction sitting at law or in equity. TPR Netherlands owns, or will immediately prior to the Closing own, of record and beneficially all of the TPRS Exchange Shares, free and clear of all Encumbrances. The TPRS Exchange Shares represent fifty percent (50%) of the total shares of TPRS Capital Stock issued and outstanding. The TPR Indemnitors own, of record or beneficially, no Equity Interests of TPRS other than the TPRS Exchange Shares. Upon the transfer on the Closing Date by TPR Netherlands to WPS Ltd. of the TPRS Exchange Shares in accordance with Section 2.1 of this Agreement, WPS Ltd. will receive good title to such shares, free and clear of all Encumbrances. Neither the execution and delivery of the Transaction Documents nor the consummation of the transactions contemplated thereby will result in the violation by any TPR Indemnitor of any Legal Requirement.
Authority; Ownership of Stock. No Conflict or Violation. Holdings LLC has all necessary power and authority to own the FLI Inc. Outstanding Shares and to enter into, deliver and carry out its obligations under the Transaction Documents. Holdings LLC has taken all action necessary to consummate the transactions contemplated thereby and to perform its obligations thereunder. Each of the Transaction Documents to which Holdings LLC is a party has been duly executed and delivered by or on behalf of Holdings LLC. Each Transaction Document to which Holdings LLC is a party is the legal, valid and binding obligation of Holdings LLC, enforceable against such Holdings LLC in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditor's rights generally and by the application of equitable principles by courts of competent jurisdiction sitting at law or in equity. Holdings LLC owns of record and beneficially all of the FLI Ltd. Outstanding Shares, free and clear of all Encumbrances. Holdings LLC does not own, of record or beneficially, any Equity Interests of FLI Inc. other than the FLI Inc. Outstanding Shares. Upon the transfer on the Closing Date by Holdings LLC to WPS Ltd. of the FLI Inc. Outstanding Shares in accordance with Section 2.1 of this Agreement, WPS Ltd. will receive good title to such shares, free and clear of all Encumbrances. Neither the execution and delivery of the Transaction Documents nor the consummation of the transactions contemplated thereby will result in the violation by Holdings LLC of any Legal Requirement.
