Due Authorization, Execution and Delivery; Enforceability. Each Seller has all requisite corporate or limited liability company power and authority, as applicable, to execute and deliver this Agreement and the other Transaction Documents to which it is (or will become at Closing) a party and to perform its obligations hereunder and thereunder (subject, in the case of the obligation to consummate the Transactions, to the entry of the Sale Order). The execution, delivery and performance by each Seller of this Agreement and the other Transaction Documents to which it is (or will become at Closing) a party and the consummation of the Transactions have been duly and validly authorized by all requisite corporate or limited liability company action, as applicable, on the part of such Seller and no other corporate or limited liability company action, as applicable, on the part of such Seller is necessary to authorize this Agreement and such other Transaction Documents and to consummate the Transactions (subject, in the case of the obligation to consummate the Transactions, to the entry of the Sale Order). This Agreement and the other Transaction Documents to which each Seller is (or will become at Closing) party have been (or will be) duly and validly executed and delivered by such Seller and (assuming the due authorization, execution and delivery by all parties hereto and thereto, other than such Seller) constitute (or will constitute) valid and binding obligations of such Seller enforceable against such Seller in accordance with their terms (subject to the entry of the Sale Order).
Due Authorization, Execution and Delivery; Enforceability. Buyer has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is (or will become at Closing) a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is (or will become at Closing) a party and the consummation of the Transactions have been duly and validly authorized by all requisite corporate action on the part of Buyer and no other corporate action on the part of Buyer is necessary to authorize this Agreement and such other Transaction Documents and to consummate the Transactions. This Agreement and the other Transaction Documents to which Buyer is (or will become at Closing) party have been (or will be) duly and validly executed and delivered by Buyer and (assuming the due authorization, execution and delivery by all parties hereto and thereto, other than Buyer) constitute (or will constitute) valid and binding obligations of Buyer enforceable against Buyer in accordance with their terms, in each case except as enforceability may be limited by applicable bankruptcy, insolvency or similar Laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.
Due Authorization, Execution and Delivery; Enforceability. The Company has the requisite corporate power and authority to enter into, execute and deliver this Agreement and, subject to the entry of the Approval Order and the Confirmation Order, to perform its obligations hereunder, and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by it of this Agreement. Assuming due and valid execution and delivery by the other Parties, this Agreement constitutes the legally valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar Laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.
Due Authorization, Execution and Delivery; Enforceability. The Company has the requisite corporate power and authority to enter into, execute and deliver this Agreement and the other Transaction Documents and, subject to the Governmental Approvals, to perform its obligations hereunder, including the issuance of the New Investor Shares, and has taken all necessary corporate action required for the due authorization, execution, delivery and, subject to the Governmental Approvals, performance by it of this Agreement and the other Transaction Documents. Subject to the Governmental Approvals, this Agreement constitutes the legally valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.
Due Authorization, Execution and Delivery; Enforceability. Seller has the requisite corporate power and authority to enter into this Agreement, to carry out each of its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate action of Seller and its shareholders or members, as applicable. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Due Authorization, Execution and Delivery; Enforceability. Philips has full corporate power and authority to execute and deliver this Agreement and to perform its obligations thereunder. This Agreement has been duly authorized, executed and delivered by Philips and constitutes a valid and legally binding agreement of Philips, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Philips and each Affiliate of Philips has full corporate power and authority to execute and deliver each Ancillary Agreement to which it is a party and to perform its obligations thereunder. Each Ancillary Agreement to which Philips or an Affiliate of Philips is a party has been duly authorized, executed and delivered by Philips or such Affiliate, as the case may be, and constitutes a valid and legally binding agreement of Philips or such Affiliate, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Due Authorization, Execution and Delivery; Enforceability. The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Company and each Company Subsidiary has or prior to the Closing will have full corporate power and authority to execute and deliver each Ancillary Agreement to which it is a party and to perform its obligations thereunder. Each Ancillary Agreement to which the Company or a Company Subsidiary is a party has been duly authorized, executed and delivered by the Company or such Company Subsidiary, as the case may be, and constitutes a valid and legally binding agreement of the Company or such Company Subsidiary, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Due Authorization, Execution and Delivery; Enforceability. Newco has full corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by Newco and constitutes a valid and legally binding agreement of Newco, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Due Authorization, Execution and Delivery; Enforceability. Such Executing Stockholder has full power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which such Executing Stockholder is a party and to perform his, her or its respective obligations hereunder and thereunder. This Agreement and any other Transaction Documents to which such Executing Stockholder is a party constitute the valid and legally binding obligation of such Executing Stockholder, enforceable in accordance with their respective terms and conditions except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar legal requirements now or hereafter in effect affecting the enforcement of creditors’ rights generally and except that the enforceability of such obligations is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, the “Enforceability Exceptions”). Such Executing Stockholder need not give any notice to, make any filing with, or obtain any Approval in order for such Executing Stockholder to consummate the transactions contemplated hereby.
Due Authorization, Execution and Delivery; Enforceability. Except as set forth on Schedule 3.2, subject to the Confirmation Order, the Approvals (including the Approval Order), the authorization of the transactions contemplated in the Participation Offering Term Sheet (if any) and Section 5.8 of this Agreement, the Company has the requisite corporate power and authority to enter into, execute and deliver this Agreement and to perform its obligations hereunder, including the issuance of the Oaktree Commitment Shares and the Participation Offering Shares, if any, and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by it of this Agreement, including the issuance of the Oaktree Commitment Shares and the Participation Offering Shares, if any; provided, that in no event shall the number of Oaktree Shares and Participation Offering Shares exceed, in the aggregate, the number of shares authorized for issuance under the Amended Organizational Documents of Reorganized GMR (as required by the Plan). Subject to the Approvals (including the Approval Order), this Agreement has been duly and validly executed and delivered by the Company and constitutes the legally valid and binding obligation of the Company, enforceable against it in accordance with the terms herein, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity.
