BI Holders Clause Samples

BI Holders. Each BI Holder, in respect of such BI Holder only, severally and not jointly with any other BI Holder, represents and warrants to Rousse Holding, EBRD and Seaboard as set forth below: (a) Due Authorisation; Binding Agreement. Such BI Holder has full power and authority to execute, deliver and perform its obligations under the Transaction Agreements to which it is a party. All action on the part of such BI Holder necessary for the authorisation, execution and delivery of the Transaction Agreements to which it is a party, and the performance of all obligations of such BI Holder thereunder has been taken. Each of the Transaction Agreements to which it is a party, when executed and delivered by such BI Holder, assuming the due execution and delivery thereof by the other parties thereto, shall constitute a valid and legally binding obligation of such BI Holder enforceable against it in accordance with its terms, subject to: (a) judicial principles limiting the availability of specific performance, injunctive relief and other equitable remedies, and (b) bankruptcy, insolvency, reorganisation, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors' rights.