Common use of Authorization and Effect of Agreement Clause in Contracts

Authorization and Effect of Agreement. Each of Purchaser and the Merger Sub has all requisite right, power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or is proposed to be a party and to perform its obligations hereunder and under any such Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by each of Purchaser and the Merger Sub and the performance by each of Purchaser and the Merger Sub of its obligations hereunder and thereunder, as the case may be, and the consummation of the transactions contemplated hereby or thereby, as the case may be, have been duly authorized by all requisite action on the part of each of Purchaser and the Merger Sub and no other action on the part of each of Purchaser and the Merger Sub is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party or the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by each of Purchaser and the Merger Sub and constitutes a legal, valid and binding obligation of each of Purchaser and the Merger Sub, enforceable against each of Purchaser and the Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally.

Authorization and Effect of Agreement. Each of Purchaser and the Merger Sub (a) Such Selling Party has all requisite right, power capacity and authority to execute and deliver this Agreement and the Ancillary Agreements to which it such Selling Party is or is proposed to be a party and to perform its the obligations applicable to such Selling Party hereunder and under any such Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by each of Purchaser and the Merger Sub such Selling Party and the performance by each such Selling Party of Purchaser and the Merger Sub of its obligations applicable to such Selling Party hereunder and thereunder, as the case may be, and the consummation of the transactions contemplated hereby or and thereby, as the case may be, have been duly authorized by all requisite action on the part of each of Purchaser and the Merger Sub and no other action on the part of each of Purchaser and the Merger Sub such Selling Party is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it such Selling Party is or is proposed to be a party or the consummation of the transactions contemplated hereby or thereby. This Agreement has and the Ancillary Agreements that have been executed on the date hereof have been, and, upon execution by the Stockholders at the Closing, each other Ancillary Agreement will be, duly and validly executed and delivered by each of Purchaser such Selling Party and, assuming due authorization, execution and delivery hereof by the Merger Sub other parties hereto and thereto, constitutes a (or, with respect to such other Ancillary Agreements, will constitute) legal, valid and binding obligation obligations of each of Purchaser and the Merger Subsuch Selling Party, enforceable against each of Purchaser and the Merger Sub such Selling Party in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting or relating to creditors’ rights generally and remedies generallysubject, as to enforceability, to general principles of equity.

Authorization and Effect of Agreement. Each of Purchaser and the Merger Sub has Sellers have all requisite right, power and authority to execute and deliver this Agreement and all of the other agreements, certificates and other documents delivered or to be delivered on or after the date hereof and at or prior to the Closing in connection with the transactions contemplated hereby (the "Ancillary Agreements Documents") to which it each is or is proposed to will be a party and to perform its obligations hereunder and under any such Ancillary Agreements party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Sellers of this Agreement and the Ancillary Agreements Documents to which it each is or will be a party by each of Purchaser and the Merger Sub consummation by Sellers of the transactions contemplated hereby and thereby to be consummated by the Sellers have been duly authorized by all necessary corporate action on the part of Sellers, including, without limitation, all requisite approval by the stockholders of the Sellers pursuant to the Articles of Incorporation or By-Laws or other organizational documents of Sellers or otherwise. This Agreement and the performance by Ancillary Documents to which each of Purchaser and the Merger Sub of its obligations hereunder and thereunderSeller is or will be a party have been or will be, as the case may be, duly executed and the consummation of the transactions contemplated hereby delivered by each Seller and constitute or therebywill constitute, as the case may be, have been duly authorized by all requisite action on the part of each of Purchaser and the Merger Sub and no other action on the part of each of Purchaser and the Merger Sub is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party or the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by each of Purchaser and the Merger Sub and constitutes a legal, valid and binding obligation obligations of each of Purchaser and the Merger SubSellers, enforceable against each of Purchaser and the Merger Sub in accordance with its their respective terms, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and insolvency or other similar Laws of general application affecting the enforcement of creditors’ ' rights and or by general principles of equity limiting the availability of equitable remedies generally(whether applied in a proceeding at law or equity).

Authorization and Effect of Agreement. Each of Purchaser Seller and the Merger Sub has Company have all requisite right, corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it either is or is proposed to be a party and to perform its their respective obligations hereunder and under any such Ancillary Agreements and to consummate the transactions contemplated hereby and thereby, including the Merger. The execution and delivery of this Agreement and the Ancillary Agreements to which it either is or is proposed to be a party by each of Purchaser Seller and the Merger Sub Company and the performance by each of Purchaser Seller and the Merger Sub Company of its obligations hereunder and thereunder, as the case may be, and the consummation of the transactions contemplated hereby or and thereby, as the case may be, have been duly authorized by all requisite and no other corporate action on the part of each of Purchaser and Seller or the Merger Sub and no other action on the part of each of Purchaser and the Merger Sub Company is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is or is proposed to be a party or the consummation of the transactions contemplated hereby or thereby, other than the filing of the Certificate of Merger. This Agreement has been duly and validly executed and delivered by each of Purchaser and the Merger Sub Seller and constitutes a legal, valid and binding obligation of each of Purchaser and the Merger SubSeller, enforceable against each of Purchaser and the Merger Sub Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally.

Authorization and Effect of Agreement. (a) Each of Purchaser and the Merger Sub Seller Entity has all requisite rightcorporate (or other entity type, if applicable) power and authority to execute and deliver this Agreement and the Ancillary Acquisition Agreements to which it is or is proposed to be a party and party, to perform its obligations hereunder and under any such Ancillary Agreements thereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by each Seller Entity of this Agreement and the Ancillary Acquisition Agreements to which it is a party by each of Purchaser and the Merger Sub and the performance by each of Purchaser and the Merger Sub of its obligations hereunder and thereunder, as the case may beparty, and the consummation by each such Seller Entity of the transactions contemplated hereby or and thereby, as the case may be, have been duly and validly authorized by all requisite necessary corporate or limited liability company action on the part of each of Purchaser and such Seller Entity (other than the Merger Sub and no other action on the part of each of Purchaser and the Merger Sub is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party or the consummation requisite approval of the transactions contemplated hereby or therebyby the shareholders of Seller in accordance with Seller's Organizational Documents and the NYBCL). This Agreement has been been, and each of the Acquisition Agreements, when executed and delivered by each Seller Entity that is a party hereto and thereto, will have been, duly and validly executed and delivered by such Seller Entity and each of Purchaser and the Merger Sub and constitutes or will constitute a legal, valid and binding obligation of each of Purchaser and the Merger Subsuch Seller Entity, enforceable against each of Purchaser and the Merger Sub such Seller Entity in accordance with its terms, subject to except as the same may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar Laws affecting creditors’ relating to creditors rights generally, and remedies generallysubject to general principles of equity.

Authorization and Effect of Agreement. Each of Purchaser Seller and the Merger Sub Parent has all requisite right, corporate power and authority to execute and deliver this Agreement and the Ancillary Collateral Agreements to which it is they are or is are proposed to be a party and to perform its their respective obligations hereunder and under any such Ancillary Agreements and to consummate the transactions contemplated hereby and therebyCollateral Agreements. The execution and delivery of this Agreement and the Ancillary Collateral Agreements to which it is a party by each of Purchaser Seller and the Merger Sub Parent and the performance by each Seller and Parent of Purchaser and the Merger Sub of its their respective obligations hereunder and thereunder, as the case may be, and the consummation by Seller and Parent of the transactions contemplated hereby or and thereby, as the case may be, have been duly authorized by all requisite action on the part their boards of each of Purchaser and the Merger Sub directors and no other corporate or other action on the part of each any of Purchaser and the Merger Sub Seller or Parent is necessary to authorize the execution and delivery of this Agreement and the Ancillary Collateral Agreements to which it is they are or are proposed to be a party or the consummation of the transactions to which they are or are proposed to be a party contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by each of Purchaser Seller and the Merger Sub Parent and constitutes a legal, valid and binding obligation of each of Purchaser Seller and the Merger SubParent, enforceable against each of Purchaser Seller and the Merger Sub Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting creditors’ ' rights and remedies generally.

Authorization and Effect of Agreement. Each of Purchaser and Buyer has the Merger Sub has all requisite right, corporate power and authority to execute and to deliver this Agreement and the Ancillary Agreements to which it is or is proposed to be a party and to perform its obligations hereunder and under any such Ancillary Agreements all of the agreements, documents and to consummate the transactions instruments contemplated hereby and therebyhereunder. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by each of Purchaser and the Merger Sub Buyer, and the performance by each of Purchaser and the Merger Sub Buyer of its obligations hereunder and thereunder, as the case may be, thereunder and the consummation by Buyer of the transactions contemplated hereby or and thereby, as the case may be, have been duly authorized by all requisite and no other corporate action on the part of each of Purchaser and the Merger Sub and no other action on the part of each of Purchaser and the Merger Sub Buyer is necessary to authorize the execution and delivery of this Agreement Agreement, the agreements, documents and the Ancillary Agreements to which it is a party instruments contemplated hereunder or the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by each of Purchaser Buyer and constitutes, and the Merger Sub agreements, documents and constitutes instruments contemplated hereunder (when executed and delivered by Buyer) shall constitute, a legal, valid and binding obligation agreement of each of Purchaser and the Merger SubBuyer, enforceable against each of Purchaser and the Merger Sub Buyer in accordance with its terms, subject (in each case) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting creditors’ rights and remedies generallygenerally and as to enforceability, to general principles of equity, and assuming that this Agreement and each of the agreements, documents and instruments contemplated hereunder constitute the valid and binding agreements of the other parties hereto and/or thereto.

Authorization and Effect of Agreement. Each of Purchaser Seller and the Merger Sub Parent has all requisite right, corporate power and authority to execute and deliver this Agreement and the Ancillary Collateral Agreements to which it is they are or is are proposed to be a party and to perform its their respective obligations hereunder and under any such Ancillary Agreements and to consummate the transactions contemplated hereby and therebyCollateral Agreements. The execution and delivery of this Agreement and the Ancillary Collateral Agreements to which it is a party by each of Purchaser Seller and the Merger Sub Parent and the performance by each Seller and Parent of Purchaser and the Merger Sub of its their respective obligations hereunder and thereunder, as the case may be, and the consummation by each Seller and Parent of the transactions contemplated hereby or and thereby, as the case may be, have been duly authorized by all requisite action on the part their boards of each of Purchaser and the Merger Sub directors and no other corporate or other action on the part of any of each of Purchaser and the Merger Sub Seller or Parent is necessary to authorize the execution and delivery of this Agreement and the Ancillary Collateral Agreements to which it is they are or are proposed to be a party or the consummation of the transactions to which they are or are proposed to be a party contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by each of Purchaser Seller and the Merger Sub Parent and constitutes a legal, valid and binding obligation of each of Purchaser Seller and the Merger SubParent, enforceable against each of Purchaser Seller and the Merger Sub Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting creditors’ rights and remedies generally.

Authorization and Effect of Agreement. Each of Purchaser and TWA has the Merger Sub has all requisite right, corporate power and authority (a) to execute and to deliver this Agreement and the Ancillary Collateral Agreements to which it is or is proposed to will be a party and (b) in the event the Sale Procedures Order and the Approval Order are entered by the Bankruptcy Court, to perform its obligations hereunder and under any such Ancillary Collateral Agreements. The execution and delivery by each Seller of the Collateral Agreements and to consummate which it will be a party have been (or will be at the transactions contemplated hereby and therebytime of execution thereof) duly authorized by all necessary corporate or other organizational action on the part of such Seller. The execution and delivery of this Agreement and the Ancillary Collateral Agreements by TWA, and subject to which it is a party by each of Purchaser and the Merger Sub and clause (b) above, the performance by each of Purchaser and the Merger Sub TWA of its obligations hereunder and thereunder, as the case may be, thereunder and the consummation by TWA of the transactions contemplated hereby or and thereby, as the case may be, have been duly authorized by all requisite its Board of Directors and no other corporate action on the part of each of Purchaser and the Merger Sub and no other action on the part of each of Purchaser and the Merger Sub TWA is necessary to authorize the execution and delivery of this Agreement and Agreement, the Ancillary Collateral Agreements to which it is a party or the consummation of the transactions contemplated hereby or thereby. The execution and delivery by each Seller of the Collateral Agreements to which it will be a party have been (or will be at the time of execution thereof) duly authorized by all necessary corporate or other organizational action on the part of such Seller. This Agreement has been duly and validly executed and delivered by each of Purchaser and the Merger Sub TWA and constitutes a legal, valid and binding obligation of each of Purchaser and the Merger SubTWA, enforceable against each of Purchaser and the Merger Sub TWA in accordance with its terms, subject (a) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting creditors’ ' rights and remedies generally., including,

Authorization and Effect of Agreement. Each of Purchaser and the Merger Sub Seller has all requisite right, corporate power and Seller and the Shareholders have all requisite legal authority to execute and deliver this Agreement and the Ancillary Collateral Agreements to which it is they are or is are proposed to be a party and to perform its their respective obligations hereunder and under any such Ancillary Agreements and to consummate the transactions contemplated hereby and therebyCollateral Agreements. The execution and delivery of this Agreement and the Ancillary Collateral Agreements to which it is a party by each of Purchaser Seller and the Merger Sub Shareholders and the performance by each of Purchaser Seller and the Merger Sub Shareholders of its their respective obligations hereunder and thereunder, as the case may be, and the consummation by Seller and the Shareholders of the transactions contemplated hereby or and thereby, as the case may be, have been duly authorized by its Boards of Directors and all requisite action on of the part shareholders of each the Seller, in the case of Purchaser and the Merger Sub Seller, and no other corporate or other action on the part of each any of Purchaser and Seller or the Merger Sub Shareholders is necessary to authorize the execution and delivery of this Agreement and the Ancillary Collateral Agreements to which it is they are or are proposed to be a party or the consummation of the transactions to which they are or are proposed to be a party contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by each of Purchaser Seller and the Merger Sub Shareholders and constitutes a legal, valid and binding obligation of each of Purchaser Seller and the Merger SubShareholders, enforceable against each of Purchaser Seller and the Merger Sub Shareholders in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting creditors’ rights and remedies generally.

Authorization and Effect of Agreement. Each of Purchaser Seller and Parent has the Merger Sub has all requisite right, corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or is proposed agreements to be a entered into by such party at the Closing (the "Seller Ancillary Documents") and to perform its obligations hereunder and under any such Ancillary Agreements and to consummate the transactions contemplated hereby and therebythereby to be performed by it. The execution and delivery by each of Seller and Parent of this Agreement and the Seller Ancillary Documents and the performance by each of them of the transactions contemplated hereby and thereby to be performed by it have been, or, in the case of the Seller Ancillary Documents, will at the Closing be, duly authorized by all necessary corporate and shareholder action on the part of Seller and Parent. This Agreement has been, and each Seller Ancillary Document will at the Closing be, duly executed and delivered by duly authorized officers of each of Seller and, as applicable, Parent and, assuming the due execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by each of Purchaser and the Merger Sub and the performance by each of Purchaser and the Merger Sub of its obligations hereunder and thereunderand, as the case may beapplicable, any Seller Ancillary Document, by Purchaser, this Agreement constitutes, and each Seller Ancillary Document will at the consummation of the transactions contemplated hereby or therebyClosing constitute, as the case may be, have been duly authorized by all requisite action on the part of each of Purchaser and the Merger Sub and no other action on the part of each of Purchaser and the Merger Sub is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party or the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by each of Purchaser and the Merger Sub and constitutes a legal, valid and binding obligation of each of Purchaser and the Merger SubSeller and, as applicable, Parent, enforceable against each of Purchaser and the Merger Sub Seller and, as applicable, Parent in accordance with its terms, subject to applicable except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, or other similar laws affecting the enforcement of creditors' rights in general and similar Laws affecting creditors’ rights and remedies generallysubject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization and Effect of Agreement. Each of Purchaser and has the Merger Sub has all requisite right, corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or is proposed agreements to be a party entered into by it at the Closing pursuant hereto (the "Purchaser Ancillary Documents") and to perform its obligations hereunder and under any such Ancillary Agreements and to consummate the transactions contemplated hereby and therebythereby to be performed by it. The execution and delivery by Purchaser of this Agreement and the Purchaser Ancillary Documents and the performance by it of the transactions contemplated hereby and thereby to be performed by it have been or, in the case of the Purchaser Ancillary Documents will at the Closing be, duly authorized by all necessary corporate action on the part of Purchaser. This Agreement has been, and each Purchaser Ancillary Document will at the Closing be, duly executed and delivered by duly authorized officers of Purchaser and, assuming the due execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by each of Purchaser and the Merger Sub and the performance by each of Purchaser and the Merger Sub of its obligations hereunder and thereunderand, as the case may beapplicable, any Purchaser Ancillary Document, by Parent and Seller, this Agreement constitutes, and each Purchaser Ancillary Document will at the consummation of the transactions contemplated hereby or therebyClosing constitute, as the case may be, have been duly authorized by all requisite action on the part of each of Purchaser and the Merger Sub and no other action on the part of each of Purchaser and the Merger Sub is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party or the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by each of Purchaser and the Merger Sub and constitutes a legal, valid and binding obligation of each of Purchaser and the Merger SubPurchaser, enforceable against each of Purchaser and the Merger Sub in accordance with its terms, subject to applicable except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, or other similar laws affecting the enforcement of creditors' rights in general and similar Laws affecting creditors’ rights and remedies generallysubject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization and Effect of Agreement. Each of Purchaser and Xxxxx has the Merger Sub has all requisite right, corporate power and authority to execute and to deliver this Agreement and the Ancillary Agreements to which it is or is proposed to be a party and to perform its obligations hereunder and under any such Ancillary Agreements all of the agreements, documents and to consummate the transactions instruments contemplated hereby and therebyhereunder. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by each of Purchaser and the Merger Sub Xxxxx, and the performance by each of Purchaser and the Merger Sub Xxxxx of its obligations hereunder and thereunder, as the case may be, thereunder and the consummation by Xxxxx of the transactions contemplated hereby or and thereby, as the case may be, have been duly authorized by all requisite and no other corporate action on the part of each of Purchaser and the Merger Sub and no other action on the part of each of Purchaser and the Merger Sub Buyer is necessary to authorize the execution and delivery of this Agreement Agreement, the agreements, documents and the Ancillary Agreements to which it is a party instruments contemplated hereunder or the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by each of Purchaser Xxxxx and constitutes, and the Merger Sub agreements, documents and constitutes instruments contemplated hereunder (when executed and delivered by Buyer) shall constitute, a legal, valid and binding obligation agreement of each of Purchaser and the Merger SubBuyer, enforceable against each of Purchaser and the Merger Sub Buyer in accordance with its terms, subject (in each case) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting creditors’ rights and remedies generallygenerally and as to enforceability, to general principles of equity, and assuming that this Agreement and each of the agreements, documents and instruments contemplated hereunder constitute the valid and binding agreements of the other parties hereto and/or thereto.