Authority; Validity; Enforceability. (A) Each of the Company and each of its Significant Subsidiaries has the requisite power and authority to execute, deliver and perform each of the Loan Documents which have been executed by it (if any) as required by this Agreement and the other Loan Documents.
(B) The execution, delivery, and performance, of each of the Loan Documents which have been executed as required by this Agreement, the other Loan Documents or otherwise to which the Company or any of its Significant Subsidiaries is party, and the consummation of the transactions contemplated thereby, have been duly authorized by all requisite corporate, partnership or limited liability company acts (or analogous acts in the case of any Foreign Subsidiary), including any required shareholder or partner approval, of the Company or any such Significant Subsidiary, respectively.
(C) Each of the Loan Documents to which the Company or any of its Significant Subsidiaries is a party has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles).
Authority; Validity; Enforceability. The Company has the corporate power and authority to make and carry out this Agreement and the transactions contemplated herein, to make the borrowings provided for herein and to perform its obligations hereunder; and all such action has been duly authorized by all necessary corporate proceedings on its part. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights and general principles of equity.
Authority; Validity; Enforceability. Purchaser has the requisite power and authority to execute and deliver the Transaction Documents, as applicable, and to consummate the transactions contemplated hereby and thereby, and to perform its obligations hereunder and thereunder. The execution, delivery and performance of the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate or other action on the part of Purchaser, and no other proceedings on the part of Purchaser is necessary to authorize the Transaction Documents or to consummate the transactions contemplated hereby or thereby. This Agreement has been, and the Transaction Documents will be, duly executed and delivered by or on behalf of Purchaser, and the Agreement is, and the Transaction Documents will be, valid and legally binding obligations of Purchaser, enforceable against Purchaser in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by general equitable principles.
Authority; Validity; Enforceability. Buyer has the requisite corporate power and authority to execute and deliver this Agreement and each other agreement to be executed and delivered by it at Closing (the "Buyer Transaction Agreements"), to consummate the transactions contemplated hereby and thereby, and to perform its obligations hereunder and thereunder. Each Buyer Transaction Agreement has been duly authorized, executed, and delivered by Buyer and is a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms.
Authority; Validity; Enforceability. Buyer has the requisite power and authority to execute and deliver the Transaction Documents, as applicable, and to consummate the transactions contemplated hereby and thereby, and to perform its obligations hereunder and thereunder. The execution, delivery and performance of the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate or other action on the part of Buyer, and no other proceedings on the part of Buyer is necessary to authorize the Transaction Documents or to consummate the transactions contemplated hereby or thereby. The Transaction Documents have been duly executed and delivered by or on behalf of Buyer, and are valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general equitable principles.
Authority; Validity; Enforceability. Each of Parent and Sub has the requisite corporate power and authority to execute and deliver this Agreement and each other agreement to be executed and delivered by it at Closing (the "Seller Transaction Agreements"), to consummate the transactions contemplated hereby and thereby, and to perform its obligations hereunder. Each Seller Transaction Agreement has been duly authorized, executed, and delivered by or on behalf of Parent or Sub, as the case may be, and is a valid and legally binding obligation of such party, enforceable against such party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by general equitable principles. Each Seller Transaction Agreement and Parent and Sub's consummation of the transactions contemplated hereby and thereby have been duly approved by their respective boards of directors. No vote or other approval of either Parent or Sub's stockholders is required in connection with this or any of the Seller Transaction Agreements or any of the transactions contemplated hereby or thereby.
Authority; Validity; Enforceability. 55 6.3. No Conflict; Governmental Consents................................................................ 55 6.4. Financial Statements.............................................................................. 55 6.5. No Material Adverse Change........................................................................ 56 6.6. Taxes............................................................................................. 56 6.7. Litigation........................................................................................ 56 6.8. Significant Subsidiaries.......................................................................... 56 6.9. ERISA............................................................................................. 56 6.10. Accuracy of Information........................................................................... 57 6.11.
Authority; Validity; Enforceability. It has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and the Note Documents and has taken all required action to authorize the execution and delivery of this Agreement and the other Note Documents. This Agreement, when executed and delivered by it, will constitute valid and legally binding obligations of each Initial Investor, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authority; Validity; Enforceability. Seller has the requisite corporate power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby, and to perform its obligations hereunder. This Agreement has been duly authorized, executed, and delivered by Seller and is a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms. This Agreement and Seller's consummation of the transactions contemplated hereby have been duly approved by the board of directors of Seller and by the requisite vote of the shareholders.
Authority; Validity; Enforceability. Each of the Seller and XXXXXXX has the requisite power, capacity and authority necessary to enter into and perform its obligations under the Transaction Documents to which it is a party and to consummate the Transactions. This Agreement has been duly executed and delivered by each of the Seller and XXXXXXX and constitutes, and each other Transaction Document to which such party is a party when executed and delivered by the Seller or XXXXXXX, as applicable, will constitute, the legal, valid and binding obligations of the Seller and XXXXXXX, as applicable, enforceable against it in accordance with their respective terms, subject to Enforceability Exceptions. Except as set forth on Section 4.02 of the Disclosure Schedule, neither the Seller nor HOFRECO is required to give any notice to, or obtain any Approval in connection with, the execution and delivery of this Agreement or any other Transaction Document to which such party is a party or the consummation or performance of the Transactions.
