Due Authority; Enforceability. Such Stockholder is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation. Each Stockholder has the requisite corporate or other similar power and authority to (a) execute and deliver this Agreement; (b) perform its obligations hereunder; and (c) consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by all of the other parties hereto, constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to the Enforceability Exceptions.
Due Authority; Enforceability. Parent TopCo is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation. Parent TopCo has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its obligations hereunder; and (c) consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent TopCo and, assuming the due authorization, execution and delivery by all of the other parties hereto, constitutes a legal, valid and binding obligation of Parent TopCo, enforceable against Parent TopCo in accordance with its terms, subject to the Enforceability Exceptions.
Due Authority; Enforceability. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its obligations hereunder; and (c) consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by all of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.
Due Authority; Enforceability. The Meditrust Entities have all requisite power and authority to execute and deliver this Agreement and to carry out their obligations hereunder and the transaction contemplated hereby. Without limiting the foregoing, the Meditrust Entities have obtained the Meditrust Board Approval. This Agreement has been, and each of the Meditrust Documents to be executed and delivered by any of the Meditrust Parties hereunder hereby will be, duly executed and delivered by such Meditrust Parties and shall constitute such Meditrust Parties' legal, valid and binding obligations enforceable against the Meditrust Parties in accordance with their terms, subject only to bankruptcy, insolvency, reorganization and similar laws or equitable principles relating to or affecting the enforcement 88 <PAGE> of creditors' rights generally. This Agreement has been duly executed and delivered by the Subsidiaries and constitutes the Subsidiaries' legal, valid and binding obligation enforceable against the Subsidiaries in accordance with its terms, subject only to bankruptcy, insolvency, reorganization and similar laws of equitable principles relating to or affecting the enforcement of creditors' rights generally. (3)
Due Authority; Enforceability. The Purchaser has all requisite power and authority to execute and deliver this Agreement and to carry out its obligations hereunder and the transaction contemplated hereby. This Agreement has been, and the Purchaser’s Documents contemplated hereby will be, duly executed and delivered by the Purchaser and constitute the Purchaser’s legal, valid and binding obligations enforceable against the Purchaser in accordance with their terms, subject only to bankruptcy, insolvency, reorganization and similar laws or equitable principles relating to or affecting the enforcement of creditors’ rights generally.
Due Authority; Enforceability. The Sellers have all requisite power and authority to execute and deliver this Agreement and to carry out their obligations hereunder and the transaction contemplated hereby. This Agreement shall have been, and each of the Sellers’ Documents to be executed and delivered by any of the Sellers hereunder shall be, duly executed and delivered by such Sellers and shall constitute such Sellers’ legal, valid and binding obligations enforceable against the Sellers in accordance with their terms, subject only to bankruptcy, insolvency, reorganization and similar laws or equitable principles relating to or affecting the enforcement of creditors’ rights generally.
