Authority Relative to this Agreement; Enforceability. (a) Such Buyer has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements, the performance by such Buyer of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by such Buyer, and no other proceedings on the part of such Buyer are necessary to authorize this Agreement or the Ancillary Agreements, as applicable, or to consummate the transactions contemplated hereby and thereby.
(b) This Agreement and the Ancillary Agreements have been duly and validly executed and delivered by such Buyer. Assuming that this Agreement and the Ancillary Agreements constitute valid and binding agreements of Seller, this Agreement and the Ancillary Agreements constitute valid and binding agreements of such Buyer, enforceable against such Buyer in accordance with their respective terms, except as such enforceability may be limited by the General Enforceability Exceptions.
Authority Relative to this Agreement; Enforceability. (a) Buyer has full power and corporate authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Buyer, and no other corporate proceedings on the part of Buyer or its shareholders are necessary to authorize the execution, delivery and performance of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby.
(b) This Agreement has been duly and validly executed and delivered by Buyer and, assuming the due authorization, execution and delivery of this Agreement by Sellers, constitutes a legal, 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 or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authority Relative to this Agreement; Enforceability. The Seller has the corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is or is to become a party, and to consummate the transactions contemplated by this Agreement and such Transaction Documents. The execution and delivery of this Agreement and the Transaction Documents to which the Seller is or is to become a party, and the consummation of the transactions contemplated by this Agreement and such Transaction Documents have been duly and validly authorized by all requisite corporate action on the part of the Seller. This Agreement has been, and each of the Transaction Documents to which the Seller is or is to become a party will, at the Closing, be, duly and validly executed and delivered by the Seller and constitutes, or will at the Closing constitute, a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.
Authority Relative to this Agreement; Enforceability. Neither Shareholder nor AGI are suffering from any legal disability which would: (a) prevent them from executing, delivering or performing their obligations under this Agreement or consummating the Merger, (b) make such execution, delivery, performance or consummation voidable or subject to necessary ratification, and (c) require the signature or consent of any third party in connection therewith for the Merger to be binding and enforceable against Shareholder and its property. This Agreement and all related ancillary agreements have been duly and validly executed and delivered by Shareholder and each constitutes the legal, valid and binding obligation of Shareholder, enforceable against it in accordance with their respective terms, except insofar as the enforcement thereof may be limited by the Insolvency/Equity Exceptions.
Authority Relative to this Agreement; Enforceability. Neither LVGI nor LVMS suffers from any legal disability which would: (a) prevent them from executing, delivering or performing their obligations under this Agreement or consummating the Merger, (b) make such execution, delivery, performance or consummation voidable or subject to necessary ratification, and (c) require the signature or consent of any third party in connection therewith for the Merger to be binding and enforceable against LVGI and LVMS. This Agreement and all related ancillary agreements have been duly and validly executed and delivered by each of LVGI and LVMS and each constitutes the legal, valid and binding obligation of the LVGI and LVMS, enforceable against them in accordance with their respective terms, except insofar as the enforcement thereof may be limited by the Insolvency/Equity Exceptions.
Authority Relative to this Agreement; Enforceability. Each of the Newpark Entities has all necessary corporate or limited liability company power and authority, and has taken all corporate or limited liability company action necessary, to execute, deliver and perform this Agreement and the other Transaction Documents to which such Newpark Entity is or will be a party and to consummate the transactions contemplated by this Agreement and such other Transaction Documents in accordance with the terms hereof and thereof. Each Newpark Entity’s execution, delivery and performance of this Agreement and the execution, delivery and performance of such Transaction Documents by such Newpark Entity, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all requisite corporate or limited liability company action on the part of each Newpark Entity. This Agreement has been duly and validly executed and delivered by each of the Newpark Entities and, assuming the due authorization, execution and delivery of this Agreement by Buyer, constitutes a valid, legal and binding agreement of each of the Newpark Entities, enforceable against each in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. As of the Closing, each of the Transaction Documents (other than this Agreement) will be duly and validly executed by the Newpark Entities (as applicable) and, assuming the due authorization, execution and delivery of such Transaction Documents by Buyer (as applicable), will constitute the valid, legal and binding agreement of each of the Newpark Entities (as applicable), enforceable against each in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.
Authority Relative to this Agreement; Enforceability. (a) DP&L and AES Ohio each have the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements, the performance by DP&L and AES Ohio of their obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by DP&L and AES Ohio.
(b) This Agreement and the Ancillary Agreements have been duly and validly executed and delivered by DP&L and AES Ohio. Assuming that this Agreement and the Ancillary Agreements constitute valid and binding agreements of Buyers, this Agreement and the Ancillary Agreements constitute valid and binding agreements of DP&L and AES Ohio, enforceable against DP&L or AES Ohio in accordance with their respective terms, except as such enforceability may be limited by the General Enforceability Exceptions.
Authority Relative to this Agreement; Enforceability. Each of Parent and Merger Sub has all necessary power and authority as a limited liability company to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the unanimous vote of its respective managers and members and no other limited liability company proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes the valid, legal and binding agreement of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable 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 equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Authority Relative to this Agreement; Enforceability. Subject to the receipt of any governmental approvals, the execution, delivery and performance of this Agreement are within the corporate power and authority of SuiteSpeed and have been duly authorized by all requisite corporate action on the part of SuiteSpeed. This Agreement is a legal, valid and binding obligation of SuiteSpeed, enforceable against SuiteSpeed in accordance with its terms, except insofar as its enforcement may be limited by (a) bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally and (b) equitable principles limiting the availability of equitable remedies. All persons who executed this Agreement on behalf of SuiteSpeed have been duly authorized to do so.
Authority Relative to this Agreement; Enforceability. The Trinity Class B Member has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by it hereby. The execution and delivery of this Agreement by the Trinity Class B Member and the consummation by the Trinity Class B Member of the transactions contemplated hereby have been duly and validly authorized by all necessary organizational action required on the part of the Trinity Class B Member and this Agreement has been duly and validly executed and delivered by the Trinity Class B Member. This Agreement constitutes a legal, valid and binding agreement of the Trinity Class B Member, enforceable against the Trinity Class B Member in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).
