Authorization; Validity of Obligations. The representatives of USFloral and Newco executing this Agreement have all requisite corporate power and authority to enter into and bind USFloral and Newco to the terms of this Agreement. USFloral and Newco have the full legal right, power and corporate authority to enter into this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by USFloral and Newco and the performance by each of USFloral and Newco of the transactions contemplated herein have been duly and validly authorized by the respective Boards of Directors of USFloral and Newco, and this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement is a legal, valid and binding obligation of each of USFloral and Newco enforceable in accordance with its terms.
Authorization; Validity of Obligations. The representative of Buyer executing this Agreement has all requisite power and authority to enter into and bind Buyer to the terms of this Agreement. Buyer has the full legal right, power and authority to enter into this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by Buyer and the performance by Buyer of the transactions contemplated herein has been duly and validly authorized by the Board of Managers of Buyer and this Agreement has been duly and validly authorized by all necessary action. This Agreement is a legal, valid and binding obligation of Buyer enforceable in accordance with its terms.
Authorization; Validity of Obligations. The representatives of Purchaser executing this Agreement have all requisite corporate power and authority to enter into and bind Purchaser to the terms of this Agreement. Purchaser has the full legal right, power and corporate authority to enter into this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by Purchaser and the performance by Purchaser of the transactions contemplated herein have been duly and validly authorized by the Board of Directors of Purchaser, and this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement is a legal, valid and binding obligation of Purchaser enforceable in accordance with its terms.
Authorization; Validity of Obligations. The representatives of Parent executing this Agreement have all requisite corporate power and authority to enter into and bind Parent to the terms of this Agreement, Parent has the full legal right, power and corporate authority to enter into this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and the performance by each of Parent of the transactions contemplated herein have been duly and validly authorized by the Board of Directors of Parent, and this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement is a legal, valid and binding obligation of Parent, enforceable in accordance with its terms.
Authorization; Validity of Obligations. The representatives of USFloral executing this Agreement have all requisite corporate power and authority to enter into and bind USFloral to the terms of this Agreement. USFloral has the full legal right, power and corporate authority to enter into this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by USFloral and the performance by USFloral of the transactions contemplated herein have been duly and validly authorized by the Board of Directors of USFloral, and this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement is a legal, valid and binding obligation of USFloral enforceable in accordance with its terms.
Authorization; Validity of Obligations. The representatives of -------------------------------------- Purchaser executing this Agreement have all requisite corporate power and authority to enter into and bind Purchaser to the terms of this Agreement. Purchaser has the full legal right, power and corporate authority to enter into this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by Purchaser and the performance by Purchaser of the transactions contemplated herein have been duly and validly authorized by the Board of Directors and shareholders of Purchaser, and this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement is a legal, valid and binding obligation of Purchaser enforceable in accordance with its terms.
Authorization; Validity of Obligations. Each of the Sellers has full power and authority to execute and deliver this Agreement and the Related Agreements and to perform its obligations hereunder and thereunder. This Agreement and the Related Agreements have been duly authorized by all necessary action under each of the Seller’s charter or formation documents and constitute the valid and legally binding obligations of each of the Sellers, enforceable against each of the Sellers in accordance with their respective terms and conditions, subject only to applicable bankruptcy, reorganization, insolvency, moratorium, and other rights affecting creditors’ rights generally from time to time in effect and as to enforceability, general equitable principles.
Authorization; Validity of Obligations. Each of FTI and the Buyers has full power and authority (including full corporate or limited liability company power and authority) to execute and deliver this Agreement and the Related Agreements and to perform its obligations hereunder and thereunder. This Agreement and the Related Agreements have been duly authorized by all necessary action under FTI’s charter and bylaws, FTIRS’ and FTI LLC’s articles of organization and operating agreement, FTIAU’s organizational documents and FTIC’s memorandum and articles of association and constitute the valid and legally binding obligations of FTI and the Buyers, enforceable against FTI and the Buyers in accordance with their respective terms and conditions, subject only to applicable bankruptcy, reorganization, insolvency, moratorium, and other rights affecting creditors’ rights generally from time to time in effect and as to enforceability, general equitable principles. Asset Purchase Agreement 32
Authorization; Validity of Obligations. The representatives of Purchaser executing this Agreement have all requisite corporate power and authority to enter into and bind Purchaser to the terms of this Agreement. Purchaser has the full legal right, power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement is a legal, valid and binding obligation of Purchaser enforceable in accordance with its terms.
Authorization; Validity of Obligations. SouthernPlanet has the full legal right, power and authority to enter into this Agreement and the transactions contemplated hereby. This Agreement is a legal, valid and binding obligation of SouthernPlanet enforceable in accordance with its terms.
