Due Authorization; Capacity. The execution, delivery and performance of this Agreement by such Nominee that is not an individual have been duly and validly authorized by all necessary action of such Nominee and its members or partners. Such Nominee that is an individual has the legal capacity to enter into this Agreement. This Agreement and each agreement, document and instrument executed and delivered by or on behalf of such Nominee pursuant hereto constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of such Nominee, each enforceable against such Nominee in accordance with its terms, as such enforceability may be limited by bankruptcy or the application of equitable principles.
Due Authorization; Capacity. All corporate action on the part of each Group Company necessary for the authorization, execution and delivery of, and the performance of all of its obligations under, this Agreement and the other Transaction Documents to which such Group Company is a party has been taken or will be taken prior to or at Completion. Each of this Agreement and the other Transaction Documents to which a Group Company is a party does or will, when executed and delivered by such Group Company, and assuming due authorization, execution and delivery by each other party thereto, constitute valid and binding legal obligations of such Group Company, enforceable against such Group Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to creditors’ rights generally and by general equitable principles.
Due Authorization; Capacity. All corporate action on the part of each of the Group Companies and, as applicable, their respective officers, directors and shareholders necessary for the authorization, execution and delivery of, and the performance of all of its obligations under, this Agreement and the other Transaction Documents to which such Group Company is a party has been taken or will be taken prior to or at the Closing has been taken or will be taken prior to or at the Closing. Each of this Agreement and the other Transaction Documents to which a Group Company is a party is or will, when executed and delivered by such Group Company, and assuming that this Agreement and each other Transaction Document constitutes a valid and binding obligation of each other party thereto, constitute valid and binding obligations of such Group Company, enforceable against such Group Company in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.
Due Authorization; Capacity. The Seller is duly empowered and authorized, and the Owner has the legal capacity, to enter into this Agreement and the other transaction documents to which the Seller or Owner, respectively, is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance of this Agreement and all other agreements, instruments, certificates, and documents executed and delivered by or on behalf of the Seller and the consummation of the transactions contemplated hereby by the Seller have been duly authorized, and no other approvals or authorizations are necessary in connection therewith. This Agreement and all other agreements, instruments, certificates, and documents executed and delivered by or on behalf of the Seller or Owner (assuming due authorization, execution and delivery by the Buyer)are the valid and binding obligations of the Seller and Owner, as the case may be, enforceable against the Seller and Owner in accordance with their respective terms.
Due Authorization; Capacity. All corporate action on the part of each Target Group Company and, as applicable, their respective officers, directors and shareholders necessary for the authorization, execution and delivery of, and the performance of all of their obligations under, this Agreement and the other Transaction Documents to which such Target Group Company is a party has been taken or will be taken prior to or at Closing. Each of this Agreement and the other Transaction Documents to which a Target Group Company is a party is or will, when executed and delivered by such Target Group Company, and assuming that this Agreement and each other Transaction Document constitutes a valid and binding obligation of each other party thereto, constitute valid and binding obligations of such Target Group Company, enforceable against such Target Group Company, in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.
