Common use of Due Authorization; Binding Agreement Clause in Contracts

Due Authorization; Binding Agreement. Such Bondholder has full right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by such Bondholder and (assuming due authorization, execution and delivery by the Company) constitutes the valid and binding obligation of such Bondholder enforceable against such Bondholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law).

Due Authorization; Binding Agreement. Such Bondholder The Company has full right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by such Bondholder the Company and (assuming due authorization, execution and delivery by the CompanyBondholders) constitutes the valid and binding obligation of such Bondholder the Company enforceable against such Bondholder the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law).

Due Authorization; Binding Agreement. Such Bondholder Noteholder has full right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by such Bondholder Noteholder and (assuming due authorization, execution and delivery by the Company) constitutes the valid and binding obligation of such Bondholder Noteholder enforceable against such Bondholder Noteholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law).

Due Authorization; Binding Agreement. Such Bondholder The Lender has full right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by such Bondholder the Lender and (assuming due authorization, execution and delivery by the Company) constitutes the valid and binding obligation of such Bondholder the Lender enforceable against such Bondholder the Lender in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law).

Due Authorization; Binding Agreement. Such Bondholder Stockholder has full right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by such Bondholder Stockholder, and (assuming due authorization, execution and delivery by the CompanyHeinz and Spinco) constitutes the valid and binding obligation of such Bondholder Stockholder enforceable against such Bondholder Stockholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law).

Due Authorization; Binding Agreement. Such Bondholder The Noteholder has full right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by such Bondholder the Noteholder and (assuming due authorization, execution and delivery by the Company) constitutes the valid and binding obligation of such Bondholder the Noteholder enforceable against such Bondholder the Noteholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law).