Authorization, Binding Effect, Etc. The execution, delivery and performance by the Borrower of each Loan Document have been duly authorized by all necessary corporate action on the part of the Borrower; and each such Loan Document has been duly executed and delivered by the Borrower and is the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights generally.
Authorization, Binding Effect, Etc. Each of Parent and Buyer has all requisite power and authority to execute, deliver and perform this Agreement, the Transactions and each other document being executed in connection herewith to which it is a party. The execution, delivery and performance of this Agreement and all other documents and agreements contemplated hereby to be executed by the Parent or Buyer has been duly authorized by all requisite action of Parent or Buyer, respectively, and (assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto), this Agreement and each such other document or agreement contemplated hereunder will be, a valid and binding obligation of Parent and Buyer, enforceable against Parent and Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principle. Each of Parent and Buyer has, as of the date of this Agreement, and will, as of the Closing, have taken or will take all actions necessary and advisable in order to approve and adopt this Agreement and the Transactions.
Authorization, Binding Effect, Etc. (i) it has the full power and authority to enter into this Agreement and each Security Document to which it is a party and to perform all transactions, duties and obligations herein and therein set forth; (ii) it has taken all necessary actions duly and validly to authorize the execution and delivery of this Agreement and each Security Document to which it is a party in accordance with applicable law; (iii) it has authorized and directed its respective attorneys to have such papers executed and to take such other action as is necessary and appropriate to effectuate the terms of this Agreement and each Security Document to which it is a party; (iv) it has duly and validly executed and delivered this Agreement and each Security Document to which it is a party; (v) this Agreement and each Security Document to which it is a party constitutes its legal, valid and binding obligations, enforceable against it in accordance with their respective terms; and (vi) no promise, inducement or agreement not expressed herein, in any Security Document to which it is a party or in the Master Settlement Agreement has been made in connection with this Agreement;
(b) to the extent that it deemed it necessary and desirable, it independently received appropriate, adequate, and competent technical, economic and legal and other advice with respect to this Agreement, the Security Documents to which it is a party and the other documents delivered by or on behalf of the parties under or in connection with this Agreement, and has not relied upon any technical, economic, legal or other advice provided to it by any other party with respect hereto; and
(c) it is represented by competent counsel with respect to this Agreement and the Security Documents to which it is a party and all matters covered herein and therein and it has been fully advised by said counsel with respect to its rights and obligations and with respect to the execution of this Agreement and such Security Documents.
Authorization, Binding Effect, Etc. (i) it has the full power and authority to enter into this Agreement and to perform all transactions, duties and obligations herein and therein set forth; (ii) it has taken all necessary actions duly and validly to authorize the execution and delivery of this Agreement in accordance with applicable law; (iii) it has authorized and directed its respective attorneys to have such papers executed and to take such other action as is necessary and appropriate to effectuate the terms of this Agreement; (iv) it has duly and validly executed and delivered this Agreement; (v) this Agreement constitutes its legal, valid and binding obligations, enforceable against it in accordance with this Agreement's terms; and (vi) no promise, inducement or agreement not expressed herein or in the Master Settlement Agreement has been made in connection with this Agreement;
(b) to the extent that it deemed it necessary and desirable, it independently received appropriate, adequate, and competent technical, economic and legal and other advice with respect to this Agreement and the other documents delivered by or on behalf of the parties under or in connection with this Agreement, and has not relied upon any technical, economic, legal or other advice provided to it by any other party with respect hereto; and
(c) it is represented by competent counsel with respect to this Agreement and all matters covered herein and it has been fully advised by said counsel with respect to its rights and obligation and with respect to the execution of this Agreement.
Authorization, Binding Effect, Etc. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party have been duly authorized by all necessary corporate action on the part of such Loan Party; and each such Loan Document has been duly executed and delivered by each Loan Party that is party thereto and is the legal, valid and binding obligation of such Loan Party, enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights generally.
Authorization, Binding Effect, Etc. The execution, delivery and performance by the Borrower of each Loan Document and each other Transaction Document have been duly authorized by all necessary corporate or other action on the part of the Borrower. Each such Loan Document has been duly executed and delivered by the Borrower and is the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights generally.
Authorization, Binding Effect, Etc. As of the Amended and Restated Closing Date or any date thereafter, (a) the execution, delivery and performance by each Borrower Party of each Loan Document to which it is or will be a party have been duly authorized by all necessary corporate, partnership or other organizational action on the part of such Borrower Party; (b) each such Loan Document has been duly executed and delivered by such Borrower Party and (c) is the legal, valid and binding obligation of such Borrower Party, enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights generally.
Authorization, Binding Effect, Etc. Company has all requisite power and authority to execute, deliver and perform this Agreement, the Transactions and each other Transaction Document to which it is a Party. The execution, delivery and performance of this Agreement and all other Transaction Documents to be executed by Company and the Stockholders have been duly authorized by all requisite action of Company and each Stockholder, and (assuming the due authorization, execution and delivery hereof and thereof by the other Parties hereto and thereto), this Agreement and each such other Transaction Document will be, a valid and binding obligation of Company and each Stockholder, enforceable against Company and such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity. Each of Company and each Stockholder has, as of the date of this Agreement, and will, as of the Closing, have taken or will take all actions necessary and advisable in order to approve and adopt this Agreement and the Transactions.
Authorization, Binding Effect, Etc. The execution, delivery and performance by the Guarantor of this Guaranty has been duly authorized by all necessary corporate action on the part of the Guarantor; and this Guaranty has been duly executed and delivered by the Guarantor and is the legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights generally.
Authorization, Binding Effect, Etc. The execution, delivery and performance by each Company Party of each Pari Passu Financing Document and Material Contract to which it is a party have been duly authorized by all necessary corporate or other action on the part of the Company Party. Each such Pari Passu Financing Document and Material Contract has been duly executed and delivered by the Company Party. Each Pari Passu Financing Document constitutes a legal, valid and binding obligation of each Company Party thereto, enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights generally. Each Pari Passu Financing Document is in proper legal form under the laws of Brazil (or other relevant jurisdiction) for the enforcement thereof against the Company Party under such law; provided, however, that in order to ensure the admission of the Pari Passu Financing Documents before the public agencies and courts in Brazil the signatures of the parties thereto signing outside Brazil shall be notarized by a notary public Common Terms Agreement 44 55 licensed as such under the laws of the place of signing and the signature of such notary public shall be authenticated by a consular official of Brazil and the Pari Passu Financing Documents shall be translated into the Portuguese language by a sworn translator. No Taxes are required to be paid to Brazil or any political subdivision thereof or therein, in each case for the validity and enforceability thereof.
