Authorization and Enforceability; No Conflict. Each Buyer has the full capacity, power and authority to enter into this Agreement and to carry out the transactions and agreements contemplated hereby. This Agreement is binding upon each Buyer and is enforceable against each Buyer in accordance with its terms. The execution and delivery of this Agreement by each Buyer and the purchase of the Shares pursuant hereto will not conflict with, or result in a breach of or a default under any agreement or instrument to which any Buyer is a party or by which any Buyer is bound, or violate any law, rule or regulation of any governmental entity or any order or decree of any court or governmental entity to which any Buyer is subject or by which any Buyer is bound.
Authorization and Enforceability; No Conflict. (a) Seller has full corporate power and authority to enter into and to perform the Transaction Documents to which it is a signatory and to carry out the transactions contemplated by such Transaction Documents. Seller Parent has full corporate power and authority to enter into and to perform the Transaction Documents to which it is a signatory and to carry out the transactions contemplated by such Transaction Documents. This Agreement is, and on the Closing Date each of the other Transaction Documents to which Seller is a party will be, legal, valid and binding obligations of Seller, enforceable against it in accordance with their respective terms. This Agreement is, and on the Closing Date each of the other Transaction Documents to which Seller Parent is a party will be, legal, valid and binding obligations of Seller Parent, enforceable against it in accordance with their respective terms. The execution, performance and delivery of each Transaction Document to which Seller is a signatory has been duly authorized, approved and adopted by Seller. The execution, performance and delivery of each Transaction Document to which Seller Parent is a signatory has been duly authorized, approved, and adopted by Seller Parent.
Authorization and Enforceability; No Conflict. (a) Transferor has all necessary company power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Transferor, the performance by Transferor of its obligations hereunder, and the consummation by Transferor of the Transactions, have been duly authorized by all necessary action of the board of directors of Transferor (including unanimous approval of the board of directors of Transferor) and the members of Transferor, and no other corporate action on the part of Transferor is necessary to authorize the execution and delivery of this Agreement by Transferor, the performance by Transferor of its obligations hereunder or the consummation by Transferor of the Transactions. This Agreement has been duly executed and delivered by Transferor and (assuming due authorization, execution and delivery by Acquiror) constitutes a valid and binding obligation of Transferor, enforceable against Transferor in accordance with its terms, except as enforceability may be limited by or subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar Legal Requirements relating to or affecting creditors’ rights generally or (ii) the effect of rules of Legal Requirements and general principles of equity, Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. including those governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exception”).
Authorization and Enforceability; No Conflict. (a) Buyer has the requisite power and authority to execute, deliver and perform its obligations under the Transaction Documents and to carry out the transactions contemplated by such Transaction Documents. Each Transaction Document to which Buyer is or will be a party has been or will be duly and validly executed by it, and (assuming the due authorization, execution and delivery by any other Persons party thereto) constitutes, or will upon execution and delivery constitute, a valid and binding obligation of Buyer, as applicable, and is, or will upon execution and delivery, be enforceable against Buyer, as applicable, in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity. The execution, delivery and performance by Buyer of each Transaction Document has been duly authorized and approved by all necessary action on the part of Buyer, and no other action or proceeding on the part of Buyer is necessary to authorize such execution, delivery or performance. (b) The execution, delivery and performance by Buyer of the Transaction Documents and the consummation by Buyer of the transactions contemplated thereby do not and will not: (i) contravene or conflict with any provision of the Organizational Documents of Buyer; (ii) result in a breach of or constitute a default under (with or without notice or lapse of time or both), terminate or give rise to any right on the part of any Person to terminate, accelerate or materially modify, or require Buyer to make any payment under, any Contract; (iii) breach, violate or result in a default under any applicable Law or Order; or (iv) except for compliance with the HSR Act or as set forth on Schedule 3.2(b), require Buyer to obtain any Governmental Authorization, except, in the case of clauses (ii)-(iv), as would not reasonably be expected to prevent from Buyer consummating, or materially impair or delay the ability of Buyer to consummate, the transactions contemplated by this Agreement. 35 Section 3.3
Authorization and Enforceability; No Conflict. Buyer has full power and authority to enter into and perform, and to carry out the transactions contemplated by this Agreement. This Agreement is binding upon Buyer and enforceable against Buyer in accordance with its terms. The execution, performance, and delivery of this Agreement has been duly authorized, approved and adopted by Buyer. The execution, delivery and performance of this Agreement by Buyer will not directly or indirectly (with or without notice or lapse of time): (a) contravene the Articles of Incorporation or Bylaws of Buyer or result in a breach of any provision of, or constitute a default under, any Contract, or (b) violate any Legal Requirement or Order.
Authorization and Enforceability; No Conflict. (a) Each Seller has the requisite capacity, power and authority to enter into and perform the Transaction Documents to which such Seller is a party and to carry out the transactions contemplated by the Transaction Documents to which he, she or it is a party (including any Transaction Document executed by Sellers Representative on each Seller’s behalf). Each Transaction Document to which a Seller is a signatory or to which Sellers Representative has signed on each Seller’s behalf is binding upon such Seller and is enforceable against such Seller in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally.
Authorization and Enforceability; No Conflict. (a) Buyer has the requisite limited liability company power and authority, and Noble has the requisite corporate power and authority, to enter into and perform the Transaction Documents to which each is a party and to carry out the transactions contemplated by such Transaction Documents. Each Transaction Document to which Buyer or Noble is a party is binding upon Buyer or Noble, as the case may be, and is enforceable against Buyer or Noble, as the case may be, in accordance with its respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally. The execution, performance and delivery by Buyer and Noble of each Transaction Document to which Buyer or Noble is a party has been duly authorized, approved and adopted by Buyer or Noble, as the case may be.
Authorization and Enforceability; No Conflict. (a) Each of the Company and each Seller has full capacity, power and authority to enter into and perform the Transaction Documents to which such Person is a signatory and to carry out the transactions contemplated by such Transaction Documents. Each Transaction Document to which the Company or a Seller is a signatory is the valid and binding obligation of such Person and is enforceable against such Person in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar Legal Requirements affecting the enforcement of creditors' rights generally and by general principles of equity.
Authorization and Enforceability; No Conflict. (a) Parent and Buyer each has all requisite power and authority to enter into and perform the Transaction Documents to which it is a signatory and to carry out the transactions contemplated by such Transaction Documents. Each Transaction Document to which Parent or Buyer is a signatory is binding upon Parent or Buyer, as applicable, and is enforceable against Parent or Buyer, as applicable, in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar Legal Requirements affecting the enforcement of creditors' rights generally and by general principles of equity. The execution, performance and delivery by Parent and Buyer of each Transaction Document to which Parent or Buyer is a signatory has been duly authorized, approved and adopted by Parent and Buyer.
Authorization and Enforceability; No Conflict. (a) Each Seller has the full capacity, power and authority to enter into and perform the Transaction Documents to which it is a signatory and to carry out the transactions contemplated by such Transaction Documents. Each Transaction Document to which any Seller is a signatory is binding upon such Seller and is enforceable against such Seller in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity. The execution, performance and delivery by each Seller of each Transaction Document to which such Seller is a signatory has been duly authorized and approved by such Seller. All material consents, approvals or authorizations of, or declarations, filings or registrations with, any Person required in connection with such Seller’s execution, delivery or performance of the Transaction Documents to which such Seller is a party or the consummation by such Seller of the transactions contemplated thereby are set forth on Schedule 2.11.
