Authorization of Transaction by Seller. Seller has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements and, subject to the Requisite Shareholder Approval, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Seller other than the Requisite Shareholder Approval, and no other corporate proceedings on the part of Seller are necessary to authorize the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller and, assuming due authorization, execution and delivery by Buyer, constitutes, and each Ancillary Agreement, when executed and delivered by Seller or the applicable Seller Entity (assuming due authorization and delivery by Buyer) shall constitute, a valid and binding obligation of Seller or the applicable Seller Entity, enforceable against Seller or the applicable Seller Entity in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at law).
Authorization of Transaction by Seller. Each of Seller and CFHC has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. Each of Seller, Realogy and Wyndham will have all requisite power and authority to execute, deliver and perform its obligations under the Separation Agreements to which it is a party, and to consummate the transactions contemplated thereby. The execution, delivery and performance by each of Seller and CFHC of this Agreement and the consummation by each of Seller and CFHC of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary action on the part of each of Seller and CFHC and no other proceedings on the part of Seller or CFHC are necessary to authorize the execution, delivery and performance by each of Seller and CFHC of this Agreement or to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by each of Seller, Realogy and Wyndham of the Separation Agreements to which it is a party and the consummation by each of Seller, Realogy and Wyndham of the transactions contemplated thereby will have been duly and validly authorized by all necessary action on the part of each of Seller, Realogy and Wyndham and no other proceedings on the part of Seller, Realogy or Wyndham will have been necessary to authorize the execution, delivery and performance by each of Seller, Realogy and Wyndham of the Separation Agreements to which it is a party or to consummate the transactions contemplated thereby. This Agreement has been duly executed and delivered by Seller and, assuming due authorization, execution and delivery by Buyer and the Company, constitutes, and each Separation Agreement (to the extent Seller, Realogy, Wyndham or CFHC is a party thereto), when executed and delivered by each of Seller, Realogy, Wyndham or CFHC (assuming due authorization, execution and delivery by the other parties thereto) shall constitute, a valid and binding obligation of each of Seller, Realogy, Wyndham and CFHC, enforceable against each of Seller, Realogy, Wyndham and CFHC in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity).
Authorization of Transaction by Seller. Seller has all requisite limited liability company power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Seller, and no other limited liability company proceedings on the part of Seller are necessary to authorize the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Seller and, assuming due authorization, execution and delivery by Buyer, constitutes, and each Ancillary Agreement, when executed and delivered by Seller (assuming due authorization, execution and delivery by the other parties thereto) shall constitute, a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity).
Authorization of Transaction by Seller. Except as set forth on Schedule 3.2, Seller has full corporate power and authority to execute and deliver this Agreement and to perform his or its obligations hereunder. Except as set forth on Schedule 3.2 and except for (i) Governmental Approvals relating to compliance with Gaming Laws, Gaming Licenses or Liquor Licenses, (ii) Governmental Approvals relating to compliance with state securities Laws and (iii) Governmental Approvals as may be required under any Environmental, Health and Safety Requirements pertaining to any notification, disclosure or required approval triggered by the Closing or the transactions contemplated by this Agreement, Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. This Agreement constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding at Law or in equity).
Authorization of Transaction by Seller. The Seller has the corporate power, authority and capacity to execute and deliver this Agreement, to hold the Purchased Shares and to perform its other obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions herein contemplated have been duly and validly authorized by all necessary action on behalf of the Seller and this Agreement has been duly and validly executed and delivered by the Seller and is a valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms. There is no litigation, action, suit, investigation, hearing, claim, complaint, grievance, arbitration proceeding or other proceeding, including any appeal or review and any application for same, in progress, pending, or, to the knowledge of the Seller, threatened against or affecting the Seller or affecting the title of the Seller to any of the Purchased Shares at law or in equity or before or by any Tribunal and, to the knowledge of the Seller, there are no grounds on which any such legal proceeding might be commenced with any reasonable likelihood of success nor is there any order outstanding against or affecting the Seller which, in any such case, affects adversely or might affect adversely the ability of the Seller to enter into this Agreement or to perform its obligations hereunder. Seller has obtained all authorizations, consents or approvals required to be obtained or performed by the Seller in order to complete the transactions contemplated by this Agreement.
Authorization of Transaction by Seller. Seller has full power and authority (including full corporate power and authority) to execute and deliver this Amendment and to perform its obligations hereunder. The execution and delivery of this Amendment and the performance by Seller and the consummation of the transactions contemplated hereunder have been duly authorized by the board of directors of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Amendment and the transactions contemplated hereunder. Except as otherwise provided herein, no consent of any Person not a Party to this Amendment nor consent of or filing with (including any waiting period) any Governmental Entity is required to be obtained or performed on the part of Seller to execute, deliver and perform its obligations hereunder, except where the failure to obtain any consent or make any filing would not reasonably be expected to have a Material Adverse Effect.
