Authorization; Validity of Agreements. AVB has the requisite corporate power and authority to execute and deliver each of the Transaction Documents to which it is a party and to consummate the Contemplated Transactions. The execution, delivery and performance by AVB of each of the Transaction Documents to which it is a party, and the consummation by AVB of the Contemplated Transactions, have been duly authorized by, and no other proceedings, actions or authorizations on the part of AVB or any holders of Equity Interests in it are necessary to authorize the execution and delivery by AVB of any Transaction Document to which it is a party or the consummation by AVB of the Contemplated Transactions. Each of the Transaction Documents to which AVB is a party has been duly executed and delivered by AVB, or will at the Initial Closing (with respect to all assets other than any Deferred Closing Assets for which an Extension Closing will occur pursuant to Section 2.5) and at any Extension Closing (with respect to the applicable Deferred Closing Asset subject to such Extension Closing), be duly executed and delivered by AVB, and constitutes, or will constitute at the Initial Closing (with respect to all assets other than any Deferred Closing Assets for which an Extension Closing will occur pursuant to Section 2.5) and at any Extension Closing (with respect to the applicable Deferred Closing Asset subject to such Extension Closing), the legal, valid and binding obligation of AVB, enforceable against AVB in accordance with its terms, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (b) general equitable principles.
Authorization; Validity of Agreements. (i) AVB Member has the requisite corporate power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder. The execution and delivery by AVB Member of this Agreement, and the performance by AVB Member of its obligations hereunder, have been duly authorized by, and no other proceedings, actions or authorizations on the part of AVB Member or any holder of equity interest in it are necessary to authorize the execution and delivery by AVB Member of this Agreement.
Authorization; Validity of Agreements. (i) ERP Member has the requisite limited liability company power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder. The execution and delivery by ERP Member of this Agreement, and the performance by ERP Member of its obligations hereunder, have been duly authorized by, and no other proceedings, actions or authorizations on the part of ERP Member or any holder of equity interest in ERP Member are necessary to authorize the execution and delivery by ERP Member of this Agreement.
Authorization; Validity of Agreements. Such Seller has the requisite corporate, company or other entity power and authority to execute and deliver each of the Transaction Documents to which it is a party and to consummate the Contemplated Transactions. The execution, delivery and performance by such Seller of each of the Transaction Documents to which it is a party, and the consummation by such Seller of the Contemplated Transactions, have been duly authorized by such Seller, and no other proceedings, actions or authorizations on the part of such Seller or any holders of Equity Interests in such Seller are necessary to authorize the execution and delivery by such Seller of any Transaction Document to which it is a party or the consummation by such Seller of the Contemplated Transactions. Each of the Transaction Documents to which such Seller is a party has been duly executed and delivered by such Seller, or will at the Closing be duly executed and delivered by such Seller, and constitutes, or will constitute at Closing, the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (b) general equitable principles.
Authorization; Validity of Agreements. Each of the Sellers has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the Sellers and, assuming due authorization, execution and delivery of this Agreement by each of the other parties hereto, is a valid and binding obligation of each of the Sellers enforceable against such Sellers in accordance with its terms.
Authorization; Validity of Agreements. Each Founder and Buyer has the requisite power and authority to execute and deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each Founder and Buyer of this Agreement, and the consummation by such Founder and Buyer of the transactions contemplated hereby, have been duly authorized by such Founder and Buyer, and no other company proceedings on the part of such Founder or Buyer are necessary to authorize such Founder’s or Buyer’s execution, delivery and performance of this Agreement or the consummation by such Founder or Buyer of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each Founder and Buyer. Assuming the due and valid authorization, execution and delivery of this Agreement by the other Parties hereto, this Agreement constitutes a legal, valid and binding obligation of each Founder and Buyer, enforceable against such Founder and Buyer in accordance with its terms, subject to the Bankruptcy and Equity Exclusion.
Authorization; Validity of Agreements. Each of Parent and Purchaser has full power and authority to execute and deliver this Agreement and each of the Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and each of the Related Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and no other action on the part of Purchaser is necessary to authorize the execution and delivery by Purchaser of this Agreement and each of the Related Agreements to which it is a party and the consummation by it of the transactions contemplated hereby and thereby. This Agreement and each of the Related Agreements to which it is a party have been duly executed and delivered by Purchaser and, assuming due and valid execution and delivery hereof and thereof by the other parties thereto, are valid and binding obligations of Purchaser, enforceable against it in accordance with their respective terms, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Authorization; Validity of Agreements. The Company has the requisite corporate power and authority to execute and deliver, and perform its obligations under, the Transaction Documents to which it is, or is specified to be, a party and to consummate the Contemplated Transactions hereunder and thereunder. The execution, delivery and performance by the Company of the Transaction Documents to which it is, or is specified to be, a party, and the consummation by the Company of the Contemplated Transactions hereunder and thereunder, have been duly authorized by the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the Company’s execution, delivery and performance of any Transaction Document to which it is, or is specified to be, a party or the consummation by the Company of the Contemplated Transactions hereunder and thereunder. This Agreement has been, and each of the other Transaction Documents to which the Company is specified to be a party will be, duly executed and delivered by the Company. Assuming the due and valid authorization, execution and delivery of this Agreement by Buyer and Seller, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally; and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought (the foregoing clauses (a) and (b), collectively, the “Enforceability Exceptions”). Assuming the due and valid authorization, execution and delivery thereof by each other party thereto, each other Transaction Document to which the Company is specified to be a party (when executed and delivered by the Company) shall constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.
Authorization; Validity of Agreements. (a) Each Seller that is an individual has full legal capacity to enter into this Agreement and each of the Related Agreements to which such Seller is a party, and to perform such Seller’s obligations hereunder and thereunder, and is a resident of the State listed underneath such Seller’s name on the signature page to this Agreement, and no Person has any community property rights not addressed by an executed spousal/domestic partner consent in the form of Exhibit 5.7 by virtue of marriage or otherwise in any of such Seller’s Shares. Each Seller that is an entity has full power and authority to execute and deliver this Agreement and each of the Related Agreements to which such Seller is a party and to consummate the transactions contemplated hereby and thereby. With respect to each Seller that is an entity, the execution, delivery and performance by such Seller of this Agreement and each of the Related Agreements to which such Seller is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by such Seller’s board of directors or comparable governing body, and no other action on the part of such Seller is necessary to authorize the execution and delivery by such Seller of this Agreement and each of the Related Agreements to which such Seller is a party and the consummation by such Seller of the transactions contemplated hereby and thereby. The spousal/domestic partner consent substantially in the form attached as Exhibit 5.7 hereto being executed by such Seller’s spouse or domestic partner, if applicable, with respect to such Seller’s Shares is enforceable against such Person in accordance with its terms.
Authorization; Validity of Agreements. Such Stockholder has the full right, power and authority to execute and deliver this Agreement and the Related Agreements to which such Stockholder will be a party, and, upon termination of the right of first refusal as provided in Section 2.3(b)(i) and the release of the pledge of Company Shares referred to in Section 3.1(a), to consummate the transactions contemplated hereby and thereby. If applicable, the execution, delivery and performance by such Stockholder of this Agreement and the Related Agreements to which such Stockholder will be a party and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by such Stockholder's board of directors and, if necessary, stockholders and by all other necessary corporate action. Such Stockholder will prior to the Closing deliver to the Stockholders' Agent all Company Shares in which such Stockholder owns any record or beneficial interest and will promptly deliver to the Stockholders' Agent all Company Shares which are issued to such Stockholder upon exercise of Company Options between the date of this Agreement and the Closing Date. This Agreement has been, and each of the Related Agreements to which the Stockholder will be a party will be, duly executed and delivered by such Stockholder and, assuming the due and valid execution by the Buyer, constitutes or (with respect to the Related Agreements to which such Stockholder will be a party) will constitute a valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with their respective terms, subject as to enforce- ability to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity.
