Authority to Execute and Perform Agreement. (a) HoldCo Inc. has all requisite corporate power and authority to execute and deliver each of the Transaction Documents to which it is a party. HoldCo Inc. has taken all necessary corporate action to authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the performance of its obligations hereunder and thereunder. This Agreement and each other Transaction Document to which HoldCo Inc. is a party has been or will be duly and validly executed and delivered by HoldCo Inc. and each constitutes the legal, valid and binding obligation of HoldCo Inc., enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, laws of general applicability relating to or affecting creditors’ rights, and to general equity principles. (b) HoldCo LLC has all requisite limited liability company power and authority to execute and deliver each of the Transaction Documents to which it is a party. HoldCo LLC has taken all necessary limited liability company action to authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the performance of its obligations hereunder and thereunder. This Agreement and each other Transaction Document to which HoldCo LLC is a party has been or will be duly and validly executed and delivered by HoldCo LLC and each constitutes the legal, valid and binding obligation of HoldCo LLC, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, laws of general applicability relating to or affecting creditors’ rights, and to general equity principles. (c) HoldCo GP has all requisite limited liability company power and authority to execute and deliver each of the Transaction Documents to which it is a party. HoldCo GP has taken all necessary corporate action to authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the performance of its obligations hereunder and thereunder. This Agreement and each other Transaction Document to which HoldCo GP is a party has been or will be duly and validly executed and delivered by HoldCo GP and each constitutes the legal, valid and binding obligation of HoldCo GP, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, laws of general applicability relating to or affecting creditors’ rights, and to general equity principles.
Appears in 2 contracts
Samples: Securities Purchase Agreement (TerraForm Power, Inc.), Securities Purchase Agreement (TerraForm Power, Inc.)
Authority to Execute and Perform Agreement. (a) HoldCo Inc. Renova is a sociedade anônima (S.A.) duly formed, validly existing and in good standing under the laws of Brazil (to the extent good standing is applicable under Brazilian corporate law), and has all requisite corporate power and authority to conduct its business as it is now being conducted. Renova is qualified to do business in all jurisdictions where the failure to qualify would materially and adversely affect its ability to execute or deliver, or perform its obligations under, the Transaction Documents to which it is or will be a party. Renova (i) has all requisite corporate power and authority to execute and deliver each of the Transaction Documents to which it is a party. HoldCo Inc. party and (ii) has taken all necessary corporate action to authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the performance of its obligations hereunder and thereunder. This Agreement and each other Transaction Document to which HoldCo Inc. Renova is a party has been or will be duly and validly executed and delivered by HoldCo Inc. Renova, and each each, when executed, constitutes the legal, valid and binding obligation of HoldCo Inc.Renova, enforceable in accordance with its terms, except as the same may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, laws of general applicability Laws relating to or affecting creditors’ rightsrights generally, and to or by general equity principlesprinciples (regardless of whether such enforceability is considered in a proceeding at law or in equity).
(b) HoldCo LLC has As of the Effective Date, each Renova Holdco is, and as of the Closing each Closing Holdco will be, duly formed, validly existing and in good standing under the laws of Brazil (to the extent good standing is applicable under Brazilian corporate law), and each Renova Holdco has, and each Closing Holdco will have, all requisite limited liability company corporate power and authority to conduct its business as it is now being, or will be at the time of Closing, conducted. As of the Effective Date, each Renova Holdco is, and as of the Closing each Closing Holdco will be, qualified to do business in all jurisdictions where the failure to qualify would materially and adversely affect its ability to execute or deliver, or perform its obligations under, the Transaction Documents to which it is or will be a party. Each Closing Holdco (i) has or will have all requisite corporate power and authority to execute and deliver each of the Transaction Documents to which it is a party. HoldCo LLC party and (ii) has taken or will take all necessary limited liability company action to authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the performance of its obligations hereunder and thereunder. This Agreement and each other Each Transaction Document to which HoldCo LLC each Closing Holdco is a party has been or will be duly and validly executed and delivered by HoldCo LLC such Closing Holdco, and each each, when executed, constitutes the legal, valid and binding obligation of HoldCo LLCsuch Closing Holdco, enforceable in accordance with its terms, except as the same may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, laws of general applicability Laws relating to or affecting creditors’ rightsrights generally, and to or by general equity principlesprinciples (regardless of whether such enforceability is considered in a proceeding at law or in equity).
(c) HoldCo GP has all requisite limited liability company power and authority to execute and deliver each of the Transaction Documents to which it is a party. HoldCo GP has taken all necessary corporate action to authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the performance of its obligations hereunder and thereunder. This Agreement and each other Transaction Document to which HoldCo GP is a party has been or will be duly and validly executed and delivered by HoldCo GP and each constitutes the legal, valid and binding obligation of HoldCo GP, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, laws of general applicability relating to or affecting creditors’ rights, and to general equity principles.
Appears in 2 contracts
Samples: Securities Swap Agreement (Terraform Global, Inc.), Securities Purchase Agreement (Terraform Global, Inc.)
Authority to Execute and Perform Agreement. (a) HoldCo CD AIV, Inc. is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to conduct its business as it is now being conducted. CD AIV, Inc. is qualified to do business in all jurisdictions where the failure to qualify would materially affect its ability to execute or deliver, or perform its obligations under, the Transaction Documents to which it is or will be a party. CD AIV, Inc. (i) has all requisite corporate power and authority to execute and deliver each of the Transaction Documents to which it is a party. HoldCo Inc. and (ii) has taken all necessary corporate action to authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the performance of its obligations hereunder and thereunder, including consenting to the sale of the limited partnership interests in the AIVs pursuant to the Charter Documents of the AIVs. This Agreement and each other Transaction Document to which HoldCo CD AIV, Inc. is a party has been or will be duly and validly executed and delivered by HoldCo CD AIV, Inc. and each constitutes the legal, valid and binding obligation of HoldCo CD AIV, Inc., enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, laws of general applicability relating to or affecting creditors’ rights, and to general equity principles.
(b) HoldCo LLC Except as set forth in Section 3.2(b) of the Seller Disclosure Letter, CD US A is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, and has all requisite limited liability company partnership power and authority to conduct its business as it is now being conducted. CD US A is qualified to do business in all jurisdictions where the failure to qualify would materially affect its ability to execute or deliver, or perform its obligations under, the Transaction Documents to which it is or will be a party. CD US A (i) has all requisite limited partnership power and authority to execute and deliver each of the Transaction Documents to which it is a party. HoldCo LLC and (ii) has taken all necessary limited liability company partnership action to authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the performance of its obligations hereunder and thereunder. This Agreement and each other Transaction Document to which HoldCo LLC CD US A is a party has been or will be duly and validly executed and delivered by HoldCo LLC CD US A and each constitutes the legal, valid and binding obligation of HoldCo LLCCD US A, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, laws of general applicability relating to or affecting creditors’ rights, and to general equity principles.
(c) HoldCo GP CD US A-1 is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, and has all requisite limited liability company partnership power and authority to conduct its business as it is now being conducted. CD US A-1 is qualified to do business in all jurisdictions where the failure to qualify would materially affect its ability to execute or deliver, or perform its obligations under, the Transaction Documents to which it is or will be a party. CD US A-1 (i) has all requisite limited partnership power and authority to execute and deliver each of the Transaction Documents to which it is a party. HoldCo GP and (ii) has taken all necessary corporate limited partnership action to authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the performance of its obligations hereunder and thereunder. This Agreement and each other Transaction Document to which HoldCo GP CD US A-1 is a party has been or will be duly and validly executed and delivered by HoldCo GP CD US A-1 and each constitutes the legal, valid and binding obligation of HoldCo GPCD US A-1, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, laws of general applicability relating to or affecting creditors’ rights, and to general equity principles.
(d) CD US A-2 is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, and has all requisite limited partnership power and authority to conduct its business as it is now being conducted. CD US A-2 is qualified to do business in all jurisdictions where the failure to qualify would materially affect its ability to execute or deliver, or perform its obligations under, the Transaction Documents to which it is or will be a party. CD US A-2 (i) has all requisite limited partnership power and authority to execute and deliver the Transaction Documents and (ii) has taken all necessary limited partnership action to authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the performance of its obligations hereunder and thereunder. This Agreement and each other Transaction Document to which CD US A-2 is a party has been or will be duly and validly executed and delivered by CD US A-2 and each constitutes the legal, valid and binding obligation of CD US A-2 enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, laws of general applicability relating to or affecting creditors’ rights, and to general equity principles.
(e) CD US Solar is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, and has all requisite limited partnership power and authority to conduct its business as it is now being conducted. CD US Solar is qualified to do business in all jurisdictions where the failure to qualify would materially affect its ability to execute or deliver, or perform its obligations under, the Transaction Documents to which it is or will be a party. CD US Solar (i) has all requisite limited partnership power and authority to execute and deliver the Transaction Documents and (ii) has taken all necessary limited partnership action to authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the performance of its obligations hereunder and thereunder. This Agreement and each other Transaction Document to which CD US Solar is a party has been or will be duly and validly executed and delivered by CD US Solar and each constitutes the legal, valid and binding obligation of CD US Solar, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, laws of general applicability relating to or affecting creditors’ rights, and to general equity principles.
Appears in 2 contracts
Samples: Securities Purchase Agreement (TerraForm Power, Inc.), Securities Purchase Agreement (TerraForm Power, Inc.)
Authority to Execute and Perform Agreement. (a) HoldCo Inc. has The execution and delivery by each of the members of the Buyer Group and their Subsidiaries of this Agreement and the Ancillary Agreements to which such member of the Buyer Group or Subsidiaries is a party, the performance by such members of the Buyer Group and their Subsidiaries of their obligations hereunder and thereunder, and the consummation by the Buyer Group of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate (or equivalent) action on the part of the Buyer Group or their Subsidiaries. Each member of the Buyer Group and their Subsidiaries has all necessary corporate (or equivalent) power and authority to execute enter into this Agreement and deliver each of the Transaction Documents Ancillary Agreements to which it is a party. HoldCo Inc. has taken all necessary corporate action , to authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the performance of carry out its obligations hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. This Agreement and each other Transaction Document to which HoldCo Inc. is a party has been or will be duly and validly executed and delivered by HoldCo Inc. and each constitutes the legal, valid and binding obligation obligations of HoldCo Inc.the MLP, OPCO and the Buyer enforceable against the MLP, OPCO and the Buyer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, laws of general applicability relating to or affecting creditors’ rights, and to general equity principles.
(b) HoldCo LLC has all requisite limited liability company power and authority . Each Ancillary Agreement to execute and deliver each which any of the Transaction Documents to which it is a party. HoldCo LLC has taken all necessary limited liability company action to authorize members of the execution and delivery of this Agreement and the other Transaction Documents to which it Buyer Group or their Subsidiaries is a party will constitute, upon execution and the performance of its obligations hereunder and thereunder. This Agreement and each other Transaction Document to which HoldCo LLC is a party has been or will be duly and validly executed and delivered by HoldCo LLC and each constitutes the delivery, legal, valid and binding obligation obligations of HoldCo LLCsuch entities, enforceable against such entity in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, laws of general applicability relating to or affecting creditors’ rights, and to general equity principles.
(cb) HoldCo GP has all requisite limited liability company power The execution and authority to execute and deliver delivery by each of the Transaction Documents members of the Buyer Group and their Subsidiaries of this Agreement and the Ancillary Agreements to which it is a party. HoldCo GP has taken all necessary corporate action to authorize , the execution consummation of the transactions by such member or Subsidiary contemplated hereby and delivery thereby, and the performance by such member or Subsidiary of this Agreement and the other Transaction Documents Ancillary Agreements to which it is a party in accordance with their respective terms will not:
(i) violate or conflict with the Organizational Documents of any of the members of the Buyer Group or their Subsidiaries;
(ii) except as set forth in Section 5.2(b)(ii) of the Buyer Disclosure Letter, require any of the members of the Buyer Group to obtain any consents, approvals, authorizations or actions of, or make any filings with or give any notices to, any Governmental Bodies or any other Person, other than those that if not obtained, made or given would not have a material adverse effect on the transactions contemplated hereby and thereby and other than compliance with any applicable requirements of the Securities Act, the Exchange Act, any other applicable U.S. state or federal securities laws and the performance rules and requirements of its obligations hereunder Nasdaq; or
(iii) violate or result in the breach of any of the terms and thereunder. This Agreement and each conditions of, cause the termination of or give any other Transaction Document contracting party the right to terminate, or constitute (or with notice or lapse of time, or both, constitute) a default under, any material contract, agreement, lease or license to which HoldCo GP any of the members of the Buyer Group or their Subsidiaries is a party has been or will be duly by which any of their assets are bound or subject;
(iv) result in the creation of any Liens upon any of the properties of any of the members of the Buyer Group or their Subsidiaries pursuant to the terms of any contract, agreement, lease or license (other than on or after the delivery date in respect of the Assumed Debt); or
(v) assuming the consents, approvals, authorizations, actions, filings and validly executed notices set forth in Section 5.2(b)(ii) are obtained and delivered by HoldCo GP made, violate or result in the breach of any Orders or Laws of any Governmental Bodies applicable to any of the members of the Buyer Group and each constitutes their Subsidiaries, other than violations or breaches that would not have a material adverse effect on the legal, valid transactions contemplated hereby and binding obligation of HoldCo GP, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, laws of general applicability relating to or affecting creditors’ rights, and to general equity principlesthereby.
Appears in 1 contract
Authority to Execute and Perform Agreement. (ai) HoldCo Inc. Each Seller has all requisite corporate power and all authority and approvals required to enter into, execute and deliver this Agreement and each of the Transaction Documents and every agreement and instrument contemplated hereby to which it is a party. HoldCo Inc. has taken all necessary corporate action to authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is or will be a party (and, if applicable, a Non-Compete and the performance of its Non-Disclosure Agreement) and to perform fully such Seller's obligations hereunder and thereunder. This Agreement and each other Transaction Document to which HoldCo Inc. is a party has been or will be duly and validly executed and delivered by HoldCo Inc. each Seller, and on the Closing Date, each and every agreement and instrument contemplated hereby to which such Seller is a party on the Closing Date (including, if applicable, a Non-Compete and Non- Disclosure Agreement) will be duly executed and delivered by such Seller. Assuming due execution and delivery hereof and thereof by the Parent, this Agreement and each constitutes the legal, such other agreement and instrument will be valid and binding obligation obligations of HoldCo Inc.such Seller, enforceable against such Seller in accordance with its their respective terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium reorganization or other similar laws, laws of general applicability affecting or relating to or affecting enforcement of creditors’ rights' rights generally, and to (ii) general equity equitable principles.
(bii) HoldCo LLC The Company has all requisite limited liability company full right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each of the Transaction Documents and every agreement and instrument contemplated hereby to which it is or will be a partyparty and to perform fully its obligations hereunder and thereunder. HoldCo LLC The Board of Directors, at a meeting duly called and convened, has taken all necessary limited liability company action to authorize the execution unanimously adopted a resolution approving and delivery of adopting this Agreement and the other Transaction Documents Merger. This Agreement has been duly authorized, executed and delivered by the Company, and on the Closing Date, each and every agreement and instrument contemplated hereby to which it the Company is a party on the Closing Date will be duly executed and delivered by the performance Company. Assuming due execution and delivery hereof and thereof by the Parent, this Agreement and each such other agreement and instrument will be valid and binding obligations of its the Company enforceable against the Company in accordance with their respective terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors' rights generally, and (ii) general equitable principles.
(iii) The Sellers' Representative has all requisite power and authority and approvals required to enter into, execute and deliver this Agreement and each and every agreement and instrument contemplated hereby to which he is or will be a party and to perform fully his obligations hereunder and thereunder. This Agreement and each other Transaction Document to which HoldCo LLC is a party has been or will be duly and validly executed and delivered by HoldCo LLC the Sellers' Representative, and on the Closing Date, each and every agreement and instrument contemplated hereby to which the Sellers' Representative is a party on the Closing Date will be duly executed and delivered by the Sellers' Representative. Assuming due execution and delivery hereof and thereof by the Parent, this Agreement and each constitutes the legal, such other agreement and instrument will be valid and binding obligation obligations of HoldCo LLCthe Sellers' Representative enforceable against the Sellers' Representative, enforceable in accordance with its their respective terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium reorganization or other similar laws, laws of general applicability affecting or relating to or affecting enforcement of creditors’ rights' rights generally, and to (ii) general equity equitable principles.
(c) HoldCo GP has all requisite limited liability company power and authority to execute and deliver each of the Transaction Documents to which it is a party. HoldCo GP has taken all necessary corporate action to authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the performance of its obligations hereunder and thereunder. This Agreement and each other Transaction Document to which HoldCo GP is a party has been or will be duly and validly executed and delivered by HoldCo GP and each constitutes the legal, valid and binding obligation of HoldCo GP, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, laws of general applicability relating to or affecting creditors’ rights, and to general equity principles.
Appears in 1 contract
Authority to Execute and Perform Agreement. (ai) HoldCo Inc. Each Seller has, as the case may be, the legal capacity or all requisite power and authority and all approvals required to enter into, execute and deliver this Agreement, the other Transaction Documents (as defined in Section 8.1) to which it is or will be a party and each and every transaction contemplated hereby and thereby and to perform fully such Seller's obligations hereunder and thereunder. This Agreement and each of the other Transaction Documents to which each Seller is a party have been duly executed and delivered by such Seller. Assuming due execution and delivery hereof and thereof by the Purchaser and the Company, and assuming the enforceability hereof and thereof on the Purchaser and the Company, this Agreement and each of the other Transaction Documents to which each Seller is a party are valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether considered in equity or at law).
(ii) The Company has all requisite corporate right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each of the other Transaction Documents to which it is or will be a partyparty and each and every transaction contemplated hereby and thereby and to perform fully its obligations hereunder and thereunder. HoldCo Inc. The board of directors of the Company, in accordance with the terms of the Company's Articles of Incorporation and By-Laws, in each case as amended, has taken all necessary corporate action to authorize the execution unanimously adopted resolutions approving and delivery of adopting this Agreement and the other Transaction Documents to which it the Company is or will be a party, and no other corporate or other action is required for the due execution, delivery or performance by the Company of this Agreement or such other Transaction Documents. This Agreement and each of the other Transaction Documents to which the Company is a party have been duly executed and delivered by the Company. Assuming due execution and delivery hereof and thereof by the Purchaser and each of the Sellers, and assuming the enforceability hereof and thereof on the Purchaser and each of the Sellers, this Agreement and each of the other Transaction Documents to which the Company is a party are valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether considered in equity or at law).
(iii) The Sellers' Representative has been duly appointed by the Sellers to act as their representative and attorney-in-fact for purposes of this Agreement and the performance of its Escrow Agreement, as described in the Escrow Agreement. The Sellers' Representative has the legal capacity and all requisite power and authority and all approvals required to enter into, execute and deliver this Agreement and the Escrow Agreement and each and every transaction contemplated hereby and thereby and to perform fully the Sellers' Representative's obligations hereunder and thereunder. This Agreement and each other Transaction Document to which HoldCo Inc. is a party has the Escrow Agreement have been or will be duly and validly executed and delivered by HoldCo Inc. the Sellers' Representative. Assuming due execution and each constitutes delivery hereof and thereof by the legalPurchaser, the Sellers and the Company, and assuming the enforceability hereof and thereof on the Purchaser, the Sellers and the Company, this Agreement and the Escrow Agreement are valid and binding obligation obligations of HoldCo Inc.the Sellers' Representative, enforceable against the Sellers' Representative in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, other laws of general applicability relating to or affecting creditors’ rights, the rights and remedies of creditors generally and to general principles of equity principles(regardless of whether considered in equity or at law).
(b) HoldCo LLC has all requisite limited liability company power and authority to execute and deliver each of the Transaction Documents to which it is a party. HoldCo LLC has taken all necessary limited liability company action to authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the performance of its obligations hereunder and thereunder. This Agreement and each other Transaction Document to which HoldCo LLC is a party has been or will be duly and validly executed and delivered by HoldCo LLC and each constitutes the legal, valid and binding obligation of HoldCo LLC, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, laws of general applicability relating to or affecting creditors’ rights, and to general equity principles.
(c) HoldCo GP has all requisite limited liability company power and authority to execute and deliver each of the Transaction Documents to which it is a party. HoldCo GP has taken all necessary corporate action to authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the performance of its obligations hereunder and thereunder. This Agreement and each other Transaction Document to which HoldCo GP is a party has been or will be duly and validly executed and delivered by HoldCo GP and each constitutes the legal, valid and binding obligation of HoldCo GP, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, laws of general applicability relating to or affecting creditors’ rights, and to general equity principles.
Appears in 1 contract
Samples: Stock Purchase Agreement (Anteon International Corp)
Authority to Execute and Perform Agreement. (ai) HoldCo Inc. Each Seller has all requisite corporate power and all authority and approvals required to enter into, execute and deliver this Agreement and each of the Transaction Documents and every agreement and instrument contemplated hereby to which it is or will be a partyparty (including the Escrow Agreement and, if applicable, a Non-Compete and Non-Disclosure Agreement) and to perform fully such Seller's obligations hereunder and thereunder. HoldCo Inc. This Agreement has taken all necessary corporate action been duly executed and delivered by each Seller, and on the Closing Date, each and every agreement and instrument contemplated hereby to authorize which such Seller is a party on the Closing Date (including the Escrow Agreement and, if applicable, a Non-Compete and Non-Disclosure Agreement) will be duly executed and delivered by such Seller. Assuming due execution and delivery of hereof and thereof by the Purchaser, this Agreement and the each such other Transaction Documents agreement and instrument will be valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors' rights generally, and (ii) general equitable principles.
(ii) The Company has full right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each and every agreement and instrument contemplated hereby to which it is or will be a party and the performance of to perform fully its obligations hereunder and thereunder. This Agreement and each other Transaction Document to which HoldCo Inc. is a party has been or will be duly and validly executed and delivered by HoldCo Inc. the Company, and on the Closing Date, each and every agreement and instrument contemplated hereby to which the Company is a party on the Closing Date will be duly executed and delivered by the Company. Assuming due execution and delivery hereof and thereof by the Purchaser, this Agreement and each constitutes the legal, such other agreement and instrument will be valid and binding obligation obligations of HoldCo Inc., the Company enforceable against the Company in accordance with its their respective terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium reorganization or other similar laws, laws of general applicability affecting or relating to or affecting enforcement of creditors’ rights' rights generally, and to (ii) general equity equitable principles.
(biii) HoldCo LLC The Sellers' Representative has all requisite limited liability company power and authority and approvals required to enter into, execute and deliver this Agreement and each of the Transaction Documents and every agreement and instrument contemplated hereby to which it is a party. HoldCo LLC has taken all necessary limited liability company action to authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is or will be a party and the performance of to perform fully its obligations hereunder and thereunder. This Agreement and each other Transaction Document to which HoldCo LLC is a party has been or will be duly and validly executed and delivered by HoldCo LLC the Sellers' Representative, and on the Closing Date, each and every agreement and instrument contemplated hereby to which the Sellers' Representative is a party on the Closing Date will be duly executed and delivered by the Sellers' Representative. Assuming due execution and delivery hereof and thereof by the Purchaser, this Agreement and each constitutes the legal, such other agreement and instrument will be valid and binding obligation obligations of HoldCo LLCthe Sellers' Representative enforceable against the Sellers' Representative, enforceable in accordance with its their respective terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium reorganization or other similar laws, laws of general applicability affecting or relating to or affecting enforcement of creditors’ rights' rights generally, and to (ii) general equity equitable principles.
(c) HoldCo GP has all requisite limited liability company power and authority to execute and deliver each of the Transaction Documents to which it is a party. HoldCo GP has taken all necessary corporate action to authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the performance of its obligations hereunder and thereunder. This Agreement and each other Transaction Document to which HoldCo GP is a party has been or will be duly and validly executed and delivered by HoldCo GP and each constitutes the legal, valid and binding obligation of HoldCo GP, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, laws of general applicability relating to or affecting creditors’ rights, and to general equity principles.
Appears in 1 contract