Execution and Delivery; Valid and Binding Agreements. 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 Seller, enforceable in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws, now or hereafter in effect, affecting creditors' rights generally and by general principles of equity.
Execution and Delivery; Valid and Binding Agreements. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on its part are necessary to authorize the execution, delivery and performance of this Agreement. This Agreement has been and the other agreements to be executed pursuant hereto will be at Closing and at the Effective Time duly executed and delivered by the Company and constitute (or at Closing and at the Effective Time will constitute) the valid and binding obligations of the Company, enforceable in accordance with their respective terms. Each Attorney-in-Fact will have at the Closing the absolute and unrestricted right, power and authority to carry out the terms of this Agreement and the transactions contemplated hereby on behalf of each Company Shareholder on whose behalf it has been authorized to act, including on behalf of persons or entities who become Company Shareholders after the date hereof or after the Closing Date.
Execution and Delivery; Valid and Binding Agreements. This Agreement and each other agreement, document or instrument referred to in or contemplated by this Agreement to be executed by such Seller have been duly executed and delivered by such Seller, and assuming that this Agreement and any other agreement, document or instrument referred to in or contemplated by this Agreement have been duly executed and delivered by the other parties hereto and thereto, constitute, or, when executed by the other parties hereto and thereto, will constitute, valid and binding agreements of such Seller, enforceable against such Seller in accordance with their terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws from time to time in effect relating to creditors’ rights and remedies generally and general principles of equity.
Execution and Delivery; Valid and Binding Agreements. Each Seller and the Company have duly executed and delivered this Agreement and, assuming that this Agreement is the legal, valid and binding agreement of Purchaser, this Agreement constitutes the legal, valid and binding obligations of such Seller and the Company, enforceable against each such party, in accordance with its terms.
Execution and Delivery; Valid and Binding Agreements. If any Shareholder or any Optionholder is a corporation, partnership, business trust, limited liability company or other entity, such Shareholder or such Optionholder (as the case may be) is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and the execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly authorized by all requisite corporate, partnership, business trust, limited liability company or other action on behalf of such Shareholder or such Optionholder. This Agreement has been duly executed and delivered by such Shareholder or such Optionholder (as the case may be), and assuming that this Agreement is the valid and binding agreement of Buyer, this Agreement constitutes the valid and binding obligation of such Shareholder or such Optionholder (as the case may be), enforceable in accordance with its terms.
Execution and Delivery; Valid and Binding Agreements. The Transaction Documents to which such Stockholder is a party have been duly executed and delivered by such Stockholder and assuming due authorization, execution and delivery of such Transaction Documents by each of the other parties thereto, constitute legal, valid and binding obligations of such Stockholder, each enforceable against such Stockholder in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws, now or hereafter in effect, affecting creditors’ rights generally and by general principles of equity. Such Stockholder is not now and has never been a Blocked Person.
Execution and Delivery; Valid and Binding Agreements. The execution, delivery and performance of this Agreement by each of the Selling Parties and the consummation of the transactions contemplated thereby to be performed by each of the Selling Parties hereby have been duly and validly authorized by all requisite corporate action of each of the Selling Parties. This Agreement has been duly executed and delivered by each of the Selling Parties and constitutes a valid and binding obligation of each of the Selling Parties, enforceable against each in accordance with its terms.
Execution and Delivery; Valid and Binding Agreements. This Agreement has been duly executed and delivered by such Seller, and, assuming that this Agreement is the valid and binding agreement of Purchaser and each other Seller, this Agreement constitutes the valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar Laws affecting creditors’ rights generally and by general principles of equity. Upon execution and delivery thereof by other parties thereto, assuming that such other Transaction Documents are the valid and binding agreement of each of the other parties thereto, each of the other Transaction Documents to which such Seller is a party will constitute the valid and binding obligation of such Seller, enforceable against such Seller in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar Laws affecting creditors’ rights generally and by general principles of equity.
Execution and Delivery; Valid and Binding Agreements. This Agreement, assuming due authorization and execution by Xxxxxx Sub and XXXX, constitutes the valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, and other similar Laws affecting creditors’ rights generally and by general principles of equity.
Execution and Delivery; Valid and Binding Agreements. 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 to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws, now or hereafter in effect, affecting creditors’ rights generally and by general principles of equity. The execution, delivery and performance by such Seller of this Agreement, and the consummation by such Seller of the transactions contemplated hereby, have been duly and validly authorized by the board of directors of such Seller, and no other corporate proceedings on the part of such Seller are necessary to authorize this Agreement or to consummate the transactions contemplated hereby or to perform the respective obligations of such Seller hereunder.
