Authorization, Validity and Execution. Each Seller has all necessary corporate or equivalent organizational power and authority to (a) execute and deliver this Agreement or the Ancillary Agreements, as applicable, (b) perform its respective obligations hereunder and thereunder and (c) consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement has been, and each Ancillary Agreement to be executed by a Seller or an Affiliate of a Seller will be on or prior to the Closing Date, duly authorized by all necessary action on the part of each Seller and its Affiliates. Assuming the due execution of this Agreement and the Ancillary Agreements by Purchaser, this Agreement and each Ancillary Agreement is or will be a legal, valid and binding obligation of such Seller or Affiliate of Seller, as applicable, enforceable against each in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar Laws affecting the enforcement of creditors’ rights generally and to general equitable principles.
Authorization, Validity and Execution. Each Seller Company has all necessary power and authority (a) to execute and deliver this Agreement and the other agreements, documents and instruments to be executed by such Seller Company in connection with the transactions contemplated hereby (such other agreements, documents and instruments, the "Seller Documents"), (b) to perform (or cause to be performed) its obligations hereunder and thereunder and (c) to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Seller Documents, and consummation of the transactions contemplated hereby and thereby, has been duly authorized by the Board of Directors of each of the Seller Companies and, to the extent required by Applicable Law or the organizational documents of any Seller Company, the stockholder of any Seller Company, and no other corporate or stockholder action is necessary to authorize the execution and delivery by Seller and the Selling Subsidiaries of this Agreement and the Seller Documents and the consummation by each of them of the transactions contemplated hereby and thereby. This Agreement has been, and each of the Seller Documents will be on or prior to the Closing Date, duly executed and delivered by Seller and the Selling Subsidiaries, as applicable, and, assuming the due execution of this Agreement by the Purchaser Companies, is a legal, valid and binding obligation of Seller and each of the Selling Subsidiaries, enforceable against each in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles.
Authorization, Validity and Execution. Each of Purchaser and Purchaser Guarantor has all necessary power and authority to execute and deliver this Agreement and each Related Agreement to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereunder. The execution, delivery and performance of this Agreement and each Related Agreement to which it is a party have been duly authorized by all necessary action on the part of Purchaser and Purchaser Guarantor and no other action or proceeding on the part of Purchaser or Purchaser Guarantor is necessary to authorize this Agreement or any Related Agreement to which it is a party or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Purchaser and Purchaser Guarantor and, assuming the due execution of this Agreement by the other Parties, this Agreement constitutes the valid and binding obligation of Purchaser and Purchaser Guarantor, enforceable against Purchaser and Purchaser Guarantor in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar Laws affecting the enforcement of creditors’ rights generally and to general equitable principles.
Authorization, Validity and Execution. Purchaser has all necessary power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of the Ancillary Agreements to which Purchaser is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by Purchaser. This Agreement and the Ancillary Agreements have been duly executed and delivered by Purchaser and, assuming the due execution of those agreements by a Seller or an Affiliate of a Seller (as applicable), this Agreement and the Ancillary Agreements constitute the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and by general equitable principles.
Authorization, Validity and Execution. Seller has all necessary corporate power and authority (a) to execute and deliver this Agreement and all other agreements, certificates, and documents executed or to be executed in connection herewith, as applicable, (b) to perform its obligations hereunder and thereunder and (c) to consummate the transactions contemplated hereby and thereby. Each of this Agreement, and all other agreements, certificates, and documents executed or to be executed in connection herewith has been or will be duly executed and delivered by Seller and, assuming the due execution of this Agreement by Purchaser, is or will be as of the Closing a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles.
Authorization, Validity and Execution. Purchaser has all corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is (or will be) a party, to perform its obligations hereunder and thereunder, and to consummate the Transactions. The execution, delivery, and performance of this Agreement and each of the Ancillary Agreements to which Purchaser is (or will be) a party, and the consummation of the Transactions, have been duly and validly authorized by Purchaser by all necessary action on the part of Purchaser and the holders of Purchaser’s Securities. This Agreement and each Ancillary Agreement to which Purchaser is (or will be) a party (a) have been (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) duly executed and delivered by Purchaser and (ii) assuming due authorization, execution, and delivery by the Company and Seller, this Agreement and each such Ancillary Agreement is (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) a legal, valid, and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions.
Authorization, Validity and Execution. Purchaser has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of Purchaser and no other action or proceeding on the part of Purchaser is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser and, assuming the due execution of this Agreement by the other Parties, this Agreement constitutes the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar Laws affecting the enforcement of creditors’ rights generally and to general equitable principles. Section 4.3
Authorization, Validity and Execution. Each of the Company and BRS Newco has all necessary organizational power and authority to (a) execute and deliver this Agreement and each Related Agreement to which it is a party, (b) perform its obligations hereunder and thereunder and (c) consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each Related Agreement to which it is a party have been duly authorized by all necessary action on the part of the Company and BRS Newco, and no other limited liability company or corporate action or proceeding on the part of the Company or BRS Newco is necessary to authorize this Agreement or any Related Agreement to which it is a party or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by the Company and BRS Newco, and, assuming the due execution of this Agreement by each other Party, this Agreement is a legal, valid and binding obligation of each of the Company and BRS Newco, enforceable against the Company and BRS Newco in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar Laws affecting the enforcement of creditors’ rights generally and to general equitable principles.
Authorization, Validity and Execution. Each of the Sellers has all necessary corporate power and authority and has taken all corporate action necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Assuming the due authorization, execution and delivery of this Agreement by Purchaser, this Agreement is a valid and binding agreement of each Seller enforceable against such Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors of Seller, by Seller, in its capacity as the holder of all of the outstanding N Company Shares, and by Seller Parent, in its capacity as the holder of all the outstanding G Company Shares, and
Authorization, Validity and Execution. Purchaser has all necessary power and authority and has taken all action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Assuming the due authorization, execution and delivery of this Agreement by the Sellers, this Agreement is a valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms, subject to the Bankruptcy and Equity Exception.
