Common use of Authorization, Validity and Effect of Agreements Clause in Contracts

Authorization, Validity and Effect of Agreements. Each of Xxxxxx and NAM has the requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is, or at the Effective Time will be, a party, and the requisite power and authority to consummate the transactions contemplated hereby and thereby. The execution by each of Xxxxxx and NAM of this Agreement and the other Transaction Agreements to which it is, or at the Effective Time will be, a party, and the consummation by each of Xxxxxx and NAM of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on behalf of each of them. Each of Xxxxxx and NAM has duly executed and delivered this Agreement and has duly executed and delivered or will dully execute and deliver prior to the Closing each of the other Transaction Agreements to which it is, or at the Effective Time will be, a party. Assuming this Agreement and each other Transaction Agreement to which it is, or at the Effective Time will be, a party, constitutes or will constitute the valid and legally binding obligation of the other parties hereto or thereto, this Agreement and the other Transaction Agreements to which it is, or at the Effective Time will be, a party, will constitute the valid and legally binding obligation of each of Xxxxxx and NAM, enforceable against Xxxxxx and NAM in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws relating to creditors’ rights and general principles of equity. Assuming the accuracy of the representations and warranties set forth in Section 5.20, NAM has taken all action necessary to render the restrictions set forth in Section 203 of the DGCL, and any other applicable takeover law restricting or purporting to restrict business combinations, inapplicable to this Agreement and the transactions contemplated hereby.

Authorization, Validity and Effect of Agreements. Each of Xxxxxx and NAM has the requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is, or at the Effective Time will be, a partyparty and, and upon receipt of the Xxxxxx Stockholder Approval, the requisite power and authority to consummate the transactions contemplated hereby and thereby. The execution by each of Xxxxxx and NAM of this Agreement and the other Transaction Agreements to which it is, or at the Effective Time will be, a party, and the consummation by each of Xxxxxx and NAM of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on behalf of each Xxxxxx, other than the receipt of themthe Xxxxxx Stockholder Approval. Each of Xxxxxx and NAM has duly executed and delivered this Agreement and has duly executed and delivered or will dully execute and deliver prior to the Closing each of the other Transaction Agreements to which it is, or at the Effective Time will be, a party. Assuming this Agreement and each other Transaction Agreement to which it is, or at the Effective Time will be, a party, constitutes or will constitute the valid and legally binding obligation of the other parties hereto or thereto, this Agreement and each of the other Transaction Agreements to which it Xxxxxx is, or at the Effective Time will be, a party, party will constitute the valid and legally binding obligation of each of Xxxxxx and NAMXxxxxx, enforceable against Xxxxxx and NAM in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws relating to creditors’ rights and general principles of equity. Assuming the accuracy of the representations and warranties set forth in Section 5.206.21, NAM Xxxxxx has taken all action necessary to render the restrictions set forth in Section 203 of the DGCL, and any other applicable takeover law restricting or purporting to restrict business combinations, inapplicable to this Agreement and the transactions contemplated hereby.

Authorization, Validity and Effect of Agreements. Each of Xxxxxx Parent, RV and NAM Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Agreement the Ancillary Agreements to which it is, or at the Effective Time will be, is a party, to perform its obligations hereunder and the requisite power thereunder and authority to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of Xxxxxx Parent, RV and NAM Merger Sub of this Agreement and the other Transaction Ancillary Agreements to which it is, or at the Effective Time will be, is a party, the performance of its obligations hereunder and thereunder and the consummation by each of Xxxxxx and NAM it of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite the Board of Directors of Parent or by the shareholder or shareholders of RV and Merger Sub, as the case may be, and no other corporate action proceedings on behalf the part of Parent, RV or Merger Sub are necessary to authorize this Agreement or the Ancillary Agreements (to which any of them is a party), to perform the obligations hereunder or thereunder or to consummate the transactions contemplated hereby or thereby. This Agreement and, upon execution as contemplated herein, each of them. Each of Xxxxxx Ancillary Agreement to which Parent, RV or Merger Sub is a party, has been duly and NAM has duly validly executed and delivered this Agreement and has duly executed and delivered or will dully execute and deliver prior to by Parent, RV and/or Merger Sub, as the Closing each of the other Transaction Agreements to which it is, or at the Effective Time will case may be, a party. Assuming and (assuming due execution and delivery of this Agreement and each of the Ancillary Agreements by each other Transaction Agreement to which it is, or at the Effective Time will be, a partyparty hereto and thereto), constitutes or will constitute the valid and legally binding obligation of Parent, RV or Merger Sub, as the other parties hereto or thereto, this Agreement and the other Transaction Agreements to which it is, or at the Effective Time will case may be, a party, will constitute the valid and legally binding obligation of each of Xxxxxx and NAM, enforceable against Xxxxxx and NAM Parent, RV or Merger Sub, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws relating to creditors’ rights and general principles of equity. Assuming the accuracy of the representations and warranties set forth in Section 5.20, NAM has taken all action necessary to render the restrictions set forth in Section 203 of the DGCL, and any other applicable takeover law restricting or purporting to restrict business combinations, inapplicable to this Agreement and the transactions contemplated hereby.

Authorization, Validity and Effect of Agreements. Each of Xxxxxx and NAM Kimco has the requisite corporate power and authority to enter into the transactions contemplated hereby and to execute and deliver this Agreement and each other Transaction Agreement the ancillary agreements to which it is, or at the Effective Time will be, is a party, and . Merger Sub has the requisite limited liability company power and authority to consummate enter into the transactions contemplated hereby and therebyto execute and deliver this Agreement and the Table of Contents ancillary agreements to which it is a party. The Board of Directors of Kimco and the trustees of Merger Sub have taken all necessary action to approve the consummation of the transactions contemplated by this Agreement. The execution by each Kimco of Xxxxxx this Agreement, the ancillary agreements and NAM the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements to which it is, or at the Effective Time will be, a party, and the consummation by each of Xxxxxx and NAM of the transactions contemplated hereby and thereby ancillary agreements have been duly authorized by all requisite corporate action on behalf the part of each Kimco. The execution by Merger Sub of themthis Agreement, the ancillary agreements and the consummation of the transactions contemplated by this Agreement and the ancillary agreements have been duly authorized by all requisite real estate investment trust action on the part of Merger Sub. Each of Xxxxxx This Agreement constitutes, and NAM has duly the ancillary agreements to which Kimco or Merger Sub, as the case may be, will become a party (when executed and delivered this Agreement and has duly executed and delivered or pursuant hereto) will dully execute and deliver prior to the Closing each of the other Transaction Agreements to which it isconstitute, or at the Effective Time will be, a party. Assuming this Agreement and each other Transaction Agreement to which it is, or at the Effective Time will be, a party, constitutes or will constitute the valid and legally binding obligation of the other parties hereto or thereto, this Agreement and the other Transaction Agreements to which it is, or at the Effective Time will be, a party, will constitute the valid and legally binding obligation obligations of each of Xxxxxx Kimco and NAMMerger Sub, as the case may be, enforceable against Xxxxxx and NAM in accordance with its terms, subject to applicable their respective terms except as enforceability may be limited by bankruptcy, insolvency, reorganizationfraudulent conveyance, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws relating to creditors’ rights generally and by general principles of equity. Assuming the accuracy of the representations and warranties set forth in Section 5.20, NAM has taken all action necessary to render the restrictions set forth in Section 203 of the DGCL, and any other applicable takeover law restricting or purporting to restrict business combinations, inapplicable to this Agreement and the transactions contemplated hereby.

Authorization, Validity and Effect of Agreements. Each of Xxxxxx and NAM has Bradxxx xxx the requisite corporate power and authority to enter into the transactions contemplated hereby and to execute and deliver this Agreement and each other Transaction Agreement the ancillary agreements to which it is, or at the Effective Time will be, is a party. The Board of Directors of Bradxxx xxx, by resolutions duly adopted by unanimous vote approved this Agreement, the Merger, the issuance of the Bradxxx Xxxferred Stock and the other transactions contemplated by this Agreement. In connection with the foregoing, the Board of Directors of Bradxxx xxx taken such actions and votes as are necessary on its part to render the provisions of the Control Share Acquisition Statute, the Business Combination Statute and all other applicable takeover statutes of the MGCL and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger, and the requisite power and authority to consummate the transactions contemplated hereby and therebyby this Agreement. The execution by each Bradxxx xx this Agreement, the ancillary agreements and the consummation of Xxxxxx and NAM of the transactions contemplated by this Agreement and the other Transaction Agreements to which it is, or at the Effective Time will be, a party, and the consummation by each of Xxxxxx and NAM of the transactions contemplated hereby and thereby have ancillary agreements has been duly authorized by all requisite corporate action on behalf the part of each of themBradxxx. Each of Xxxxxx Xxis Agreement constitutes, and NAM has duly the ancillary agreements to which it will become a party (when executed and delivered this Agreement and has duly executed and delivered or pursuant hereto) will dully execute and deliver prior to the Closing each of the other Transaction Agreements to which it isconstitute, or at the Effective Time will be, a party. Assuming this Agreement and each other Transaction Agreement to which it is, or at the Effective Time will be, a party, constitutes or will constitute the valid and legally binding obligation obligations of the other parties hereto or theretoBradxxx, this Agreement and the other Transaction Agreements to which it is, or at the Effective Time will be, a party, will constitute the valid and legally binding obligation of each of Xxxxxx and NAM, enforceable xxforceable against Xxxxxx and NAM in Bradxxx xx accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer moratorium or other similar laws relating to creditors’ ' rights and general principles of equity. Assuming the accuracy of the representations and warranties set forth in Section 5.20, NAM has taken all action necessary to render the restrictions set forth in Section 203 of the DGCL, and any other applicable takeover law restricting or purporting to restrict business combinations, inapplicable to this Agreement and the transactions contemplated hereby.

Authorization, Validity and Effect of Agreements. Each of Xxxxxx and NAM Xxxxxxx has the requisite corporate power and authority to enter into the transactions contemplated hereby and to execute and deliver this Agreement and each other Transaction Agreement the ancillary agreements to which it is, or at the Effective Time will be, is a party. The Board of Directors of Xxxxxxx has, by resolutions duly adopted by unanimous vote approved this Agreement, the Merger, the issuance of the Xxxxxxx Preferred Stock and the other transactions contemplated by this Agreement. In connection with the foregoing, the Board of Directors of Xxxxxxx has taken such actions and votes as are necessary on its part to render the provisions of the Control Share Acquisition Statute, the Business Combination Statute and all other applicable takeover statutes of the MGCL and any other applicable takeover statutes of any other state, inapplicable to this Agreement, the Merger, and the requisite power and authority to consummate the transactions contemplated hereby and therebyby this Agreement. The execution by each Xxxxxxx of Xxxxxx this Agreement, the ancillary agreements and NAM the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements to which it is, or at the Effective Time will be, a party, and the consummation by each of Xxxxxx and NAM of the transactions contemplated hereby and thereby have ancillary agreements has been duly authorized by all requisite corporate action on behalf the part of each of themXxxxxxx. Each of Xxxxxx This Agreement constitutes, and NAM has duly the ancillary agreements to which it will become a party (when executed and delivered this Agreement and has duly executed and delivered or pursuant hereto) will dully execute and deliver prior to the Closing each of the other Transaction Agreements to which it isconstitute, or at the Effective Time will be, a party. Assuming this Agreement and each other Transaction Agreement to which it is, or at the Effective Time will be, a party, constitutes or will constitute the valid and legally binding obligation obligations of the other parties hereto or thereto, this Agreement and the other Transaction Agreements to which it is, or at the Effective Time will be, a party, will constitute the valid and legally binding obligation of each of Xxxxxx and NAMXxxxxxx, enforceable against Xxxxxx and NAM Xxxxxxx in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer moratorium or other similar laws relating to creditors’ ' rights and general principles of equity. Assuming the accuracy of the representations and warranties set forth in Section 5.20, NAM has taken all action necessary to render the restrictions set forth in Section 203 of the DGCL, and any other applicable takeover law restricting or purporting to restrict business combinations, inapplicable to this Agreement and the transactions contemplated hereby.

Authorization, Validity and Effect of Agreements. Each of Xxxxxx and NAM the QRC Parties has the requisite corporate or limited liability company power and authority to execute and deliver this Agreement and each other Transaction and, if a party thereto, the Support Agreement to which it is, or at the Effective Time will be, a party, and the requisite power and authority Registration Rights Agreement (collectively, the “Transaction Documents”) and, upon receipt of the QRC Stockholder Approval, to consummate the transactions contemplated hereby and therebyby the Transaction Documents. The execution by each of Xxxxxx and NAM of this Agreement and the other Transaction Agreements Documents to which it is, or at the Effective Time will be, a party, is party and the consummation by each of Xxxxxx and NAM the QRC Parties of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or limited liability company action on behalf of each of them, other than the receipt of the QRC Stockholder Approval. Each of Xxxxxx and NAM the QRC Parties has duly executed and delivered this Agreement and has and, if a party thereto, the Support Agreement and, at Closing, Holdco will have duly executed and delivered the Registration Rights Agreement. Assuming the Transaction Documents constitute (or will dully execute constitute) the valid and deliver prior to legally binding obligations of the Closing other parties hereto and thereto, each of the other Transaction Agreements Documents to which it is, a QRC Party is (or at the Effective Time will be, a party. Assuming this Agreement and each other Transaction Agreement to which it is, or at the Effective Time will be, a party, ) party constitutes (or will constitute constitute) the valid and legally binding obligation of the other parties hereto or thereto, this Agreement and the other Transaction Agreements to which it is, or at the Effective Time will be, a party, will constitute the valid and legally binding obligation of each of Xxxxxx and NAMsuch QRC Party, enforceable against Xxxxxx and NAM such QRC Party in accordance with its terms, subject to except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance, fraudulent transfer or moratorium and other similar laws relating to or affecting creditors’ rights generally and general principles of equity. Assuming the accuracy equity (regardless of the representations and warranties set forth whether such enforceability is considered in Section 5.20, NAM has taken all action necessary to render the restrictions set forth a proceeding in Section 203 of the DGCL, and any other applicable takeover law restricting equity or purporting to restrict business combinations, inapplicable to this Agreement and the transactions contemplated herebyat law).