Authorization; Valid and Binding Agreement; No Breach. (a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of the Company, and no other proceedings on the Company’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Buyer and Seller, this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.
Authorization; Valid and Binding Agreement; No Breach. (a) The Company has the limited liability company power and authority to enter into this Agreement and the other Transaction Documents to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Merger and the other Transactions.
Authorization; Valid and Binding Agreement; No Breach. (a) The execution, delivery and performance of this Agreement by the Company, and each other agreement or instrument to be executed in connection herewith, and the consummation and performance of the transactions contemplated hereby and thereby, have been duly and validly authorized by all requisite corporate action, other than the Company Requisite Approval, and, no other corporate action or authorization, other than the Company Requisite Approval, as the case may be, on behalf of the Company is necessary to authorize the execution, delivery or performance of this Agreement or the consummation by the Company of the Transactions, and assuming the due and valid authorization, execution and delivery of this Agreement by the Company and that this Agreement is a legal, valid, and binding obligation of each of Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors' rights, and general principles of equity affecting the availability of specific performance and other equitable remedies.
Authorization; Valid and Binding Agreement; No Breach. (a) Holdings and the Company each has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party and to perform its obligations under this Agreement and each such Ancillary Agreement. FilterCo has all requisite corporate power and authority to execute and deliver each Ancillary Agreement to which it is a party and to perform its obligations thereunder. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Company and/or any Acquired Company is a party and the consummation of the transactions contemplated hereby and thereby by the Company and the Acquired Companies, as applicable, have been duly and validly authorized by all requisite action on the part of the Company and the Acquired Companies, as applicable, and no other corporate or limited liability company actions or proceedings are necessary to authorize the execution, delivery or performance of this Agreement or any Ancillary Agreement by the Company or the Acquired Companies, as applicable. Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by Buyer, this Agreement constitutes, and at Closing each Ancillary Agreement to which the Company and/or any Acquired Company is a party will constitute, a legal, valid and binding obligation of the Company and the Acquired Companies, as applicable, enforceable against the Company and the Acquired Companies, as applicable, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.
Authorization; Valid and Binding Agreement; No Breach. (a) The execution, delivery and performance of this Agreement by such Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of such Seller, and no other proceedings on such Seller's part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Buyer, the Blocker, the Company and each of the other Sellers, this Agreement constitutes a valid and binding obligation of such Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies.
Authorization; Valid and Binding Agreement; No Breach. (a) Each of Parent and Merger Sub has the corporate or limited liability company power and authority to enter into this Agreement and the other Transaction Documents to which it is or will be a party, to perform its respective obligations hereunder and thereunder and to consummate the Merger and the other Transactions.
Authorization; Valid and Binding Agreement; No Breach. (a) The execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party by the Company and the consummation of the transactions contemplated hereby or thereby have been duly and validly authorized by all requisite action on the part of the Company, and no other proceedings on the Company’s part are necessary to authorize the execution, delivery or performance of this Agreement or the other Transaction Documents. Assuming that this Agreement and the other Transaction Documents to which the Company is a party are valid and binding obligations of Buyer, each of the Transaction Documents constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws or other similar laws affecting creditors’ rights and (ii) applicable principles of equity affecting the availability of specific performance and other equitable remedies.
Authorization; Valid and Binding Agreement; No Breach. (a) The Company has all necessary limited liability company power and authority to execute and deliver each Ancillary Agreement to which the Company is a party and to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution, delivery and performance of each Ancillary Agreement to which the Company is a party, and the consummation of the transactions contemplated thereby, have been duly and validly authorized by all requisite action on the part of the Company, and no other proceedings on the Company’s part are necessary to authorize the execution, delivery or performance of the Ancillary Agreements to which it is a party. Each Ancillary Agreement to which the Company is a party will be duly executed and delivered by the Company at Closing and, assuming the due authorization, execution and delivery thereof by the other parties thereto, will constitute at Closing a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.
Authorization; Valid and Binding Agreement; No Breach. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of the Company and the written consent of the Designated Stockholders determined pursuant to Section 1.05(a)(ix) is the only vote or approval of the Stakeholders required to approve this Agreement, the Merger and transactions contemplated hereby. No other actions, proceedings, consents, waivers or approvals on the part of the Company or the Stakeholders are necessary to authorize the execution, delivery or performance of this Agreement. Assuming due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company and the Stakeholder Representative in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors’ rights and general principles of equity.
Authorization; Valid and Binding Agreement; No Breach. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of each of Parent and Merger Sub, and except for the applicable requirements of the HSR Act and as set forth in Schedule 1.06(a), no other proceedings on either of Parent or Merger Sub’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors’ rights and general principles of equity.
