Corporate Authority; Binding Effect. (a) Seller has all requisite corporate power and authority to execute and deliver this Agreement and each other document, agreement or instrument to be executed and delivered by Seller, and by Seller on behalf of the Selling Subsidiaries, pursuant to this Agreement (the “Seller Documents”), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. Each Selling Subsidiary will have at the Closing, or the Deferred Closing, as applicable, all requisite corporate, limited liability company, partnership or similar power and authority to execute and deliver each document, agreement or instrument to be executed and delivered by such Selling Subsidiary pursuant to this Agreement (the “Selling Subsidiary Documents”), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery by Seller of this Agreement and the Seller Documents and the performance by Seller of its obligations hereunder and thereunder have been duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by each Selling Subsidiary of the Selling Subsidiary Documents and the performance by such Selling Subsidiary of its obligations hereunder and thereunder will be duly authorized by all requisite corporate, limited liability company or partnership action on the part of such Selling Subsidiary as of the Closing, or the Deferred Closing, as applicable. No other corporate or other proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document or to consummate the transactions contemplated hereby and thereby. As of the Closing, no corporate or other proceedings on the part of any Selling Subsidiary are necessary to authorize this Agreement or any Selling Subsidiary Document or to consummate the transactions contemplated hereby and thereby.
(b) This Agreement, when executed and delivered by Seller, assuming due execution and delivery hereof by Purchaser, constitutes the valid and binding obligations of Seller, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) (the “Enforceability Exceptions”). ...
Corporate Authority; Binding Effect. (a) Each Seller has all requisite corporate power and authority to execute and deliver the Transaction Documents and to perform its obligations hereunder and thereunder. The execution and delivery by each Seller of the Transaction Documents and each other document, agreement or instrument to be executed and delivered by such Seller pursuant to the Transaction Documents, and the performance by such Seller of its respective obligations hereunder and thereunder, have been, or will have been at the Closing, duly authorized by all requisite corporate action on the part of such Seller. No approval or other proceeding of either Seller’s stockholders is necessary to authorize the Transaction Documents and the transactions contemplated thereby.
(b) The Transaction Documents, when executed and delivered by each Seller, assuming due execution and delivery hereof and thereof by Purchaser, constitute the valid and binding obligations of such Seller, enforceable against such Seller in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
Corporate Authority; Binding Effect. (a) Purchaser has all requisite power and authority to execute and deliver this Agreement and each other document, agreement or instrument to be executed and delivered by Purchaser pursuant to this Agreement (the “Purchaser Documents”), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery by Purchaser of this Agreement and the Purchaser Documents and the performance by Purchaser of its obligations hereunder and thereunder have been duly authorized by all requisite corporate action on the part of Purchaser. No other corporate or other proceedings on the part of Purchaser are necessary to authorize this Agreement or any Purchaser Document or to consummate the transactions contemplated hereby and thereby. This Agreement, when executed and delivered by Purchaser, assuming due execution and delivery hereof by Seller, constitutes the valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. Each Purchaser Document, when executed and delivered by Purchaser, assuming due execution and delivery thereof by the other counterparties thereto, constitutes, or if such Purchaser Document is delivered at the Closing, will constitute at the Closing, the valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions.
Corporate Authority; Binding Effect. Each of the Borrower and its Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of each of the Borrower and its Subsidiaries party thereto, and each such document constitutes the legal, valid and binding obligation of each of the Borrower and its Subsidiaries party thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies.
Corporate Authority; Binding Effect. (a) Each Seller has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Each Affiliate of such Seller which is a party to the Transition Services Agreements has all requisite power and authority to execute and deliver the Transition Services Agreements and to perform its obligations thereunder. The execution and delivery by such Seller of this Agreement and each other document, agreement or instrument to be executed and delivered by such Seller pursuant to this Agreement, and the performance by such Seller of its obligations hereunder and thereunder, have been, or will have been at the Closing, duly authorized by all requisite action on the part of such Seller.
(b) This Agreement, when executed and delivered by such Seller, and the Transition Services Agreements when executed and delivered by each Affiliate of such Seller party thereto, assuming due execution and delivery hereof and thereof by each of the other parties hereto and thereto, constitute valid and binding obligations of such Seller and such Affiliates, respectively, enforceable against such Seller and such Affiliates in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors' rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
Corporate Authority; Binding Effect. (a) Seller has all requisite corporate power and authority to execute and deliver the Transaction Documents and to perform its obligations hereunder and thereunder. The execution and delivery by Seller of the Transaction Documents and each other document, agreement or instrument to be executed and delivered by Seller pursuant to the Transaction Documents, and the performance by Seller of its obligations hereunder and thereunder, have been, or will have been at the Closing, duly authorized by all requisite corporate action on the part of Seller.
(b) The Transaction Documents, when executed and delivered by Seller, assuming due execution and delivery hereof and thereof by Purchaser, constitute the valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
Corporate Authority; Binding Effect. Subject to any required shareholder approval and/or ratification, Xxxxx has the right, power, authority, and capacity to execute and deliver this Agreement and all other agreements contemplated hereby, to perform the obligations hereunder and hereunder on its part to be performed and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Xxxxx of this Agreement and all other agreements and documents contemplated hereby and the performance by Xxxxx of all obligations on its part to be performed hereunder have been duly approved by all necessary Board and Shareholder votes by Xxxxx. This Agreement constitutes, and when duly executed and delivered by Xxxxx, (together with all other agreements contemplated hereby) will constitute, the legal, valid, and binding obligation of Xxxxx, enforceable against Xxxxx in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or affecting creditors’ rights generally and to general equity principles (whether such enforceability is considered in a proceeding at law or in equity).
Corporate Authority; Binding Effect. Each of Acquiror and ----------------------------------- Acquiror Sub has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the performance by each of Acquiror and Acquiror Sub of all obligations to be performed by it hereunder have been duly approved by all necessary corporate action. When executed and delivered, this Agreement shall constitute the legal, valid and binding obligations of Acquiror and Acquiror Sub, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to or affecting creditors' rights generally and to general equity principles (whether such enforceability is considered in a proceeding at law or in equity).
Corporate Authority; Binding Effect. (a) Seller has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Each Affiliate of Seller which is a party to a Transition Agreement has all requisite corporate or partnership authority to execute and deliver such Transition Agreement and to perform its obligations thereunder. The execution and delivery by Seller of this Agreement and each other document, agreement or instrument to be executed and delivered by Seller pursuant to this Agreement, and the performance by Seller of its obligations hereunder and thereunder, have been, or will have been at the Closing, duly authorized by all requisite corporate action on the part of Seller.
(b) This Agreement, when executed and delivered by Seller, and each Transition Agreement, when executed and delivered by each Affiliate of Seller party thereto, assuming due execution and delivery hereof and thereof by each of the other parties hereto and thereto, constitute valid and binding obligations of Seller and such Affiliate, respectively, enforceable against Seller and such Affiliate in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
Corporate Authority; Binding Effect. The execution, delivery and performance of this Agreement and the Note are within the corporate powers of the Issuer and have been duly authorized by all necessary corporate action on the part of the Issuer; this Agreement has, and as of the Closing the Note will have, been duly executed and delivered by the Issuer and as of the Closing each will constitute the legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity.
