Authorization; Enforceability; Absence of Conflicts. Each Seller has the legal capacity to own and hold the Shares. Each Seller has full power and authority to enter into and perform his or her obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by such Seller in connection with the consummation of the transactions contemplated by this Agreement (all such other agreements, documents, instruments and certificates required to be executed by Sellers being hereinafter referred to, collectively, as the “Seller Documents”). This Agreement has been, and the Seller Documents will be at or before the Closing, duly executed and delivered by each Seller and, assuming the due authorization, execution and delivery by the other Parties hereto and thereto, this Agreement constitutes, and the Seller Documents when so executed and delivered will constitute, legal, valid and binding obligations of each Seller, enforceable against each Seller according to their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. None of the execution and delivery by Sellers of this Agreement and the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by Sellers with any of the provisions hereof or thereof, will (x) conflict with, violate, result in the breach or termination of, or constitute a default under, any agreement to which any Seller is a party or by which he or she or any of his or her properties or assets is bound or subject or (y) constitute a violation of any Law applicable to Sellers.
Authorization; Enforceability; Absence of Conflicts. REQUIRED CONSENTS.
Authorization; Enforceability; Absence of Conflicts. (a) The Parent has the requisite corporate power and authority to enter into and deliver each Transaction Document to which it is a party, and to carry out the Acquisition and the other transactions contemplated by the Transaction Documents. The execution and delivery by the Parent of the Transaction Documents to which it is a party, the performance by the Parent of its obligations under each Transaction Document to which it is a party in accordance with their respective terms and the consummation of the Acquisition and the other transactions contemplated by the Transaction Documents have been duly and validly authorized by all requisite corporate action by the Parent, and no other corporate proceedings on the part of the Parent are necessary to authorize the Transaction Documents to which the Parent is or will be a party.
Authorization; Enforceability; Absence of Conflicts. Each Property Seller has the legal capacity to own and hold his, hers or its respective Real Property or Real Properties. Each Property Seller has full power and authority to enter into and perform his, her or its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by such Property Seller in connection with the consummation of the transactions contemplated by this Agreement (all such other agreements, documents, instruments and certificates required to be executed by Property Sellers being hereinafter referred to, collectively, as the “Property Sellers Documents”). This Agreement has been, and the Property Seller Documents will be at or before the Closing, duly executed and delivered by such Property Seller and, assuming the due authorization, execution and delivery by the other Parties hereto and thereto, this Agreement constitutes, and the Property Seller Documents when so executed and delivered will constitute, legal, valid and binding obligations of such Property Seller, enforceable against such Property Seller according to their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. None of the execution and delivery by Property Sellers of this Agreement and the Property Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by such Property Seller with any of the provisions hereof or thereof, will (x) conflict with, violate, result in the breach or termination of, or constitute a default under, any agreement to which such Property Seller is a party or by which he, she or it or any of his, her or its properties or assets is bound or subject, (y) constitute a violation of any Law applicable to any Property Seller or (z) conflict with, or result in a violation of, any provision of any Property Seller’s articles of incorporation or organization, or bylaws or operating agreement.
