Execution and Delivery; Valid and Binding Agreement. This Agreement, and each Related Agreement to which the Manager is, or will be at Closing, a party (a) have been (or, in the case of Related Agreements to be entered at Closing, will be when executed and delivered) duly executed and delivered by it, and (b) assuming that this Agreement and such Related Agreements are the valid and binding obligation of the Parent and Merger Sub, this Agreement constitutes (or in the case of Related Agreements to be entered into at Closing, will constitute when executed and delivered) the legal, valid and binding obligation of the Manager, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies.
Execution and Delivery; Valid and Binding Agreement. This Agreement has been duly executed and delivered by Seller, and each of the other agreements, documents and instruments contemplated hereby to be executed and delivered by Seller at the Closing, when so executed and delivered, shall have been duly executed and delivered by Seller. The execution, delivery and performance of this Agreement by Seller and the other agreements, documents and instruments contemplated hereby to be executed and delivered by Seller at the Closing and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement or the other agreements, documents and instruments contemplated hereby to be executed and delivered by Seller at the Closing. Assuming that this Agreement is the valid and binding agreement of Buyer and the Company, this Agreement constitutes, and each of the other agreements, documents and instruments contemplated hereby to be executed and delivered by Seller at the Closing, when so executed and delivered shall constitute, the valid and binding obligation of Seller, enforceable against such Seller in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and general principles of equity effecting the availability of specific performance and other equitable remedies.
Execution and Delivery; Valid and Binding Agreement. This Agreement has been duly executed and delivered by Seller, and assuming that this Agreement is the valid and binding agreement of Buyer, this Agreement constitutes the valid and binding obligation of the other parties hereto, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.
Execution and Delivery; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Seller, and no other proceedings on Seller’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Buyer and the Company, this Agreement constitutes a valid and binding obligation of Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.
Execution and Delivery; Valid and Binding Agreement. This Agreement and the other agreements contemplated hereby to which such Seller is a party each has been duly executed and delivered by such Seller, and assuming that this Agreement and each such other agreement is the valid and binding obligation of the Buyer, this Agreement and each such other agreement constitutes the valid and binding obligation of such Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.
Execution and Delivery; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by such Seller (if a limited partnership or other entity) and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action, and no other proceedings on the part of such Seller are necessary to authorize its execution, delivery or performance. This Agreement has been duly executed and delivered by such Seller, and assuming that this Agreement is the valid and binding agreement of Buyer, this Agreement constitutes the valid and binding obligation of such Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors' rights and general principles of equity effecting the availability of specific performance and other equitable remedies.
Execution and Delivery; Valid and Binding Agreement. This Agreement has been duly executed and delivered by such Equityholder, and assuming that this Agreement is a valid and binding agreement of Xxxx.xxx and the Company, this Agreement constitutes the valid and binding obligation of such Equityholder, enforceable in accordance with its terms, except as such enforceability may be subject to the effects of bankruptcy, insolvency, reorganization, moratorium, or other Laws relating to or affecting the rights of creditors, and general principles of equity.
Execution and Delivery; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party by Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Seller, and no other proceedings on Seller’s part are necessary to authorize the execution, delivery or performance of this Agreement or the other Transaction Documents to which it is a party; and
(b) Assuming that this Agreement and the other Transaction Documents to which Buyer is a party are valid and binding obligation of Buyer, this Agreement and the other Transaction Documents to which Seller is a party constitute valid and binding obligations of Seller, enforceable in accordance with their terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws or other similar laws affecting creditors’ rights, and (ii) applicable principles of equity affecting the availability of specific performance and other equitable remedies.
Execution and Delivery; Valid and Binding Agreement. This Agreement has been duly executed and delivered by such Seller, as applicable, and (assuming due authorization, execution and delivery by Purchaser) this Agreement constitutes a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, the “Enforceability Exceptions”).
Execution and Delivery; Valid and Binding Agreement. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Purchaser) this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.
