Authorization; Execution and Delivery; Enforceability. Each of the Companies has full corporate power and authority to enter into, deliver and perform this Agreement, and each agreement or instrument (to which it is a party) executed in connection herewith or delivered pursuant hereto and to consummate the transactions contemplated hereby. Each of the Companies’ execution, delivery and performance of this Agreement and all agreements and instruments executed in connection herewith or delivered pursuant hereto and the transactions contemplated hereby have been duly authorized by all requisite corporate action. This Agreement and all agreements or instruments executed by the Companies in connection herewith or delivered by the Companies pursuant hereto have been duly executed and delivered thereby, and this Agreement and all agreements and instruments executed by the Companies in connection herewith or delivered thereby pursuant hereto constitute the legal, valid and binding obligations thereof, enforceable in accordance with their respective terms except to the extent that enforcement may be affected by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether enforcement is sought at law or in equity).
Authorization; Execution and Delivery; Enforceability. The execution, delivery and performance of this Agreement and each Transaction Document to which each Seller is a party and the consummation of the transactions contemplated hereby and thereby have been, or prior to the Closing will be, duly authorized by all necessary corporate or other action on the part of such Seller. Each Seller has all necessary power and authority to execute and deliver this Agreement and each other Transaction Document to which such Seller is a party and to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. Subject to entry of the Sale Order and any other Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents, this Agreement has been, and at or prior to the Closing, each Transaction Document to which each Seller is a party will be, duly and validly executed and delivered by such Seller and, assuming due authorization, execution and delivery by the other Parties and the entry of the Sale Order, this Agreement constitutes, and each other Transaction Document (when duly and validly executed and delivered) will constitute, the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Authorization; Execution and Delivery; Enforceability. (a) The execution, delivery and performance by Pledgor of this Agreement and the consummation of the transactions contemplated hereby (i) are within its powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not and will not contravene (A) its Governing Documents or (B) any material Requirement of Law, any material Contractual Obligation or any material Governmental Approval binding on or affecting it and (iv) do not and will not conflict with or be inconsistent with or result in any breach of any of the material terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of its properties or assets pursuant to, the terms of any material Contractual Obligation binding on or affecting it.
Authorization; Execution and Delivery; Enforceability. Raven Holdings has full power and authority (a) to enter into, deliver and perform this Agreement, and each other agreement or instrument to which it is a party that is executed in connection herewith or delivered pursuant hereto, and (b) to consummate the transactions contemplated hereby and thereby. Raven Holdings’ execution, delivery and performance of this Agreement and all agreements and instruments executed by Raven Holdings in connection herewith or delivered pursuant hereto and the transactions contemplated hereby have been duly authorized by all requisite corporate action. This Agreement and all agreements or instruments executed by Raven Holdings in connection herewith or delivered by Raven Holdings pursuant hereto have been, or will be at Closing, duly executed and delivered by Raven Holdings, and this Agreement and all agreements and instruments executed by Raven Holdings in connection herewith or delivered by Raven Holdings pursuant hereto constitute, or will constitute (when executed and delivered) the legal, valid and binding obligations of Raven Holdings, enforceable in accordance with their respective terms except to the extent that enforcement may be affected by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether enforcement is sought at law or in equity).
Authorization; Execution and Delivery; Enforceability. Each of Holdings and the Merger Subs has full corporate power and authority to enter into, deliver and perform this Agreement, and each agreement or instrument (to which it is a party) executed in connection herewith or delivered pursuant hereto and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by each of Holdings and the Merger Subs and all agreements and instruments executed in connection herewith or delivered pursuant hereto by each of Holdings and the Merger Subs and the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of each of Holdings and the Merger Subs. This Agreement and all agreements or instruments executed by each of Holdings and the Merger Subs in connection herewith or delivered by each of Holdings and the Merger Subs pursuant hereto have been duly executed and delivered by each of Holdings and the Merger Subs, as the case may be, and this Agreement and all agreements and instruments executed by each of Holdings and the Merger Subs in connection herewith or delivered by each of Holdings and the Merger Subs pursuant hereto constitute the legal, valid and binding obligations of by each of Holdings and the Merger Subs, enforceable against Holdings and the Merger Subs, as the case may be, in accordance with their respective terms except to the extent that enforcement may be affected by applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether enforcement is sought at law or in equity).
Authorization; Execution and Delivery; Enforceability. Subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents: (a) the execution, delivery and performance of this Agreement and each Transaction Document to which a Group Company is a party and the consummation of the transactions contemplated hereby and thereby have been, or prior to the Closing will be, duly authorized by all necessary corporate or other action on the part of such Group Company, (b) each Group Company has all necessary power and authority to execute and deliver this Agreement and each other Transaction Document to which such Group Company is a party and to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder, (c) this Agreement has been, and at or prior to the Closing, each Transaction Document to which each Group Company is a party will be, duly and validly executed and delivered by such Group Company and, assuming due authorization, execution and delivery by the other Parties, this Agreement constitutes, and each other Transaction Document (when duly and validly executed and delivered) will constitute, the legal, valid and binding obligation of such Group Company, enforceable against such Group Company in accordance with its terms, subject to Bankruptcy Law.
Authorization; Execution and Delivery; Enforceability. The execution, delivery and performance by each Seller of this Agreement, and of all of the other documents and instruments required hereby from such Seller, are within the power of such Seller and have been duly authorized by all necessary action of such Seller. No approval of the shareholders, partners or beneficiaries of any Seller is required in connection with the execution, delivery and performance by such Seller of this Agreement. This Agreement has been duly executed and delivered by each Seller. This Agreement is, and the other documents and instruments required hereby to which each Seller is a party will be, when executed and delivered by the parties thereto, the valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except to the extent that enforcement may be affected by applicable bankruptcy, reorganization, insolvency or other similar Laws affecting creditors' rights and remedies generally and by general principles of equity (regardless of whether enforcement is sought at Law or in equity).
Authorization; Execution and Delivery; Enforceability. The execution, delivery and performance by Buyer of this Agreement, and of all of the documents and instruments required hereby from Buyer, are within the corporate power of Buyer and have been duly authorized by all necessary corporate action of Buyer. This Agreement has been duly executed and delivered by Buyer. This Agreement is, and the other documents and instruments required hereby to which Buyer is a party will be, when executed and delivered by the parties thereto, the valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms (except to the extent that enforcement may be affected by applicable bankruptcy, reorganization, insolvency or other similar Laws affecting creditors' rights and remedies generally and by general principles of equity (regardless of whether enforcement is sought at Law or in equity)).
Authorization; Execution and Delivery; Enforceability. Parent has taken all action necessary to authorize the execution and delivery by Parent of this Agreement and each agreement, instrument or document required to be executed and delivered by Parent to Holder pursuant to this Agreement (collectively, the “Parent Documents”) and the performance of Parent of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Interests to Holder. This Agreement has been duly executed and delivered by Parent and constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and similar laws affecting creditors’ rights generally and to general principles of equity.
Authorization; Execution and Delivery; Enforceability. All corporate action on the part of TPH-A necessary for the authorization, execution and delivery of the Joinder Agreement, and for the performance of all its obligations thereunder and hereunder has been taken. Execution Version The Joinder Agreement has been duly executed and delivered by TPH-A and constitutes a valid and legally binding obligation of TPH-A.
