Authorization; Execution; Binding Effect. The Borrower has the right and power, and has taken all necessary action to authorize it, to execute and deliver this Amendment, and to perform this Amendment and the Credit Agreement as amended by this Amendment in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. This Amendment has been duly executed and delivered by the duly authorized officers of the Borrower and each of this Amendment and the Credit Agreement as amended by this Amendment is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations contained herein or therein and as may be limited by equitable principles generally (whether in a proceeding at law or in equity).
Authorization; Execution; Binding Effect. The execution and delivery of this Agreement, and the consummation of the transactions provided for in this Agreement, have been duly authorized by all necessary corporate and stockholder action on the part of FSQ and this Agreement constitutes the legal, valid and binding obligation of FSQ, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other laws affecting creditors' rights and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authorization; Execution; Binding Effect. The execution, delivery and performance of this Agreement, the GPA Stock Exchange Agreement and the New Stockholders' Agreement, and the consummation of the transactions provided for in such agreements have been duly authorized by all necessary corporate action on the part of GSHS. Assuming due execution and delivery by the other parties, this Agreement, the GPA Stock Exchange Agreement and the New Stockholders' Agreement constitute the legal, valid and binding obligation of GSHS, enforceable against GSHS in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other laws affecting creditors' rights and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authorization; Execution; Binding Effect. Subject to the conditions contained in Section 8.10, the execution, delivery and performance of this Agreement, and, in the case of each Seller other than MSAP and VI, the Exchange Agreement and the New Stockholders' Agreement, and the consummation of the transactions provided for in such agreements have been duly authorized by all necessary corporate action on the part of such Seller. Subject to the conditions contained in Section 8.10, assuming due execution and delivery by the other parties, this Agreement constitutes, and, in the case of each Seller other than MSAP and VI, the Exchange Agreement and the New Stockholders' Agreement, will constitute, the legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other laws affecting creditors' rights and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authorization; Execution; Binding Effect. The execution, delivery and performance of this Agreement, the Exchange Agreement, the GPA Stock Exchange Agreement and the New Stockholders' Agreement and the consummation of the transactions provided for in such agreements have been duly authorized by all necessary corporate action on the part of Buyer. Assuming due execution and delivery by the other parties, this Agreement, the Exchange Agreement, the GPA Stock Exchange Agreement and the New Stockholders' Agreement constitute the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authorization; Execution; Binding Effect. The Company has duly authorized, executed and delivered this Agreement. This Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
Authorization; Execution; Binding Effect. Such Investor has duly authorized, executed and delivered this Agreement. This Agreement constitutes a valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
Authorization; Execution; Binding Effect. Each of the Sellers has taken all actions necessary to authorize it to execute, deliver and perform its obligations under this Agreement and the Acquisition Documents and the consummation by each of them of the transactions provided for herein and therein. This Agreement has been, and the other Acquisition Documents will at Closing have been, duly and validly executed and delivered by KMD and the Members and (assuming the due authorization, execution and delivery thereof by Buyer), the Acquisition Documents constitute the legal, valid and binding obligations of KMD and the Members, enforceable against KMD and the Members in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authorization; Execution; Binding Effect. The execution, delivery and performance of the Acquisition Documents and the consummation of the transactions provided for therein have been, or will as of the Closing Date have been, duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been, and the other Acquisition Documents will at Closing have been, duly and validly executed and delivered by Buyer and (assuming the due authorization, execution and delivery thereof by KMD and the Members) the Acquisition Documents constitute the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors rights and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). No approval, consent or authorization, including any action, approval, consent or authorization of any kind from any governmental entity or instrumentality is necessary or required as to Buyer in order to constitute this Agreement as a valid and binding obligation of Buyer enforceable in accordance with its terms. Notwithstanding the foregoing, the parties are aware that audited financial statements of KMD must be filed by Buyer with the SEC within seventy-five (75) days after the Closing and that an SEC Form 8-K filing for disclosing material events must be made by Buyer within fifteen (15) days after the Closing.
Authorization; Execution; Binding Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions provided for herein have been duly authorized by all requisite corporate action on the part of the Corporation, and this Agreement has been duly executed and delivered by the Corporation. Assuming due execution and delivery by the other parties, this Agreement constitutes the legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other laws affecting creditors' rights and remedies generally.
