Authorization and Validity of Agreements. (i) The execution, delivery and performance by the Partnership of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate or similar action on its part. This Agreement has been duly and validly executed and delivered by the Partnership and is its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws related to or affecting creditors' rights generally and by general equity principles. (ii) The execution, delivery and performance by the Partnership of the Related Agreements to which it will be a party and the consummation by it of the transactions contemplated thereby will be, as of the Closing, duly authorized and approved by all necessary action on its part. At the Closing, each of the Related Agreements to which the Partnership will be a party will be duly and validly executed and delivered by the Partnership and will be upon execution and delivery a legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws related to or affecting creditors' rights generally and by general equity principles.
Appears in 5 contracts
Samples: Master Transaction Agreement (Equistar Funding Corp), Master Transaction Agreement (Lyondell Petrochemical Co), Master Transaction Agreement (Millennium Chemicals Inc)
Authorization and Validity of Agreements. (ia) The execution, delivery and performance by the Partnership Purchaser of this Agreement and the consummation by it each Occidental Party of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate or similar action on its their part. This Agreement has been duly and validly executed and delivered by the Partnership Purchaser and is its legal, valid and binding obligation, enforceable against it the Purchaser in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws related to or affecting creditors' rights generally and by general equity principles.
(iib) The execution, delivery and performance by the Partnership each Occidental Party of the Related Securities Agreements to which it will be a party and the consummation by it of the transactions contemplated thereby will be, as of the Closing, duly authorized and approved by all necessary corporate action on its part. At the Closing, each of the Related Securities Agreements to which the Partnership an Occidental Party will be a party will be duly and validly executed and delivered by the Partnership each Occidental Party and will be upon execution and delivery a its legal, valid and binding obligation, enforceable against it each Occidental Party in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws related to or affecting creditors' rights generally and by general equity principles.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Lyondell Chemical Co), Securities Purchase Agreement (Occidental Petroleum Corp /De/), Securities Purchase Agreement (Occidental Petroleum Corp /De/)
Authorization and Validity of Agreements. Assuming the approval of Occidental's board of directors referred to in Section 4.3(d):
(i) The execution, delivery and performance by the Partnership Occidental of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate or similar action on its part. This Agreement has been duly and validly executed and delivered by the Partnership Occidental and is its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws related to or affecting creditors' rights generally and by general equity principles.
(ii) The execution, delivery and performance by the Partnership Occidental and each member of its Group of the Related Agreements to which it or any member of its Group will be a party and the consummation by it and its Group of the transactions contemplated thereby will be, as of the Closing, duly authorized and approved by all necessary corporate or similar action on its or their part. At the Closing, each of the Related Agreements to which the Partnership Occidental or any member of its Group will be a party will be duly and validly executed and delivered by the Partnership Occidental or member and will be upon execution and delivery a legal, valid and binding obligation, enforceable against it or such member in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws related to or affecting creditors' rights generally and by general equity principles.
Appears in 3 contracts
Samples: Master Transaction Agreement (Occidental Petroleum Corp /De/), Master Transaction Agreement (Lyondell Petrochemical Co), Master Transaction Agreement (Millennium Chemicals Inc)
Authorization and Validity of Agreements. (ia) The execution, delivery and performance by the Partnership such Party of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate or similar action on its part, except for any Lyondell stockholder or Millennium stockholder approval that may be required. This Agreement has been duly and validly executed and delivered by the Partnership such Party and is its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws related to or affecting creditors' rights generally and by general equity principles.
(iib) The execution, delivery and performance by the Partnership such Party and each member of its Group of the Related Agreements to which it or any member of its Group will be a party and the consummation by it and its Group of the transactions contemplated thereby will be, as of the Closing, duly authorized and approved by all necessary corporate or similar action on its or their part. At the Closing, each of the Related Agreements to which the Partnership such Party or any member of its Group will be a party will be duly and validly executed and delivered by the Partnership such Party or member and will be upon execution and delivery a legal, valid and binding obligation, enforceable against it or such member in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws related to or affecting creditors' rights generally and by general equity principles.
Appears in 2 contracts
Samples: Master Transaction Agreement (Lyondell Petrochemical Co), Master Transaction Agreement (Millennium Chemicals Inc)