Execution and Validity. The Stockholder has the full legal right and capacity to enter into this Agreement and to perform his obligations hereunder. This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming due authorization, execution and delivery by the Purchaser and Paradise, constitutes a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms.
Execution and Validity. Each of the Transaction Documents, when executed by each Seller and delivered to Purchaser, will constitute a valid, legal and binding obligation of such Seller, enforceable against such Seller in accordance with the terms of such Transaction Document, subject to any Law Affecting Creditors' Rights.
Execution and Validity. AKD has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary action of the members and managers of AKD as required by the articles of organization and operating agreement of AKD and the Alaska Limited Liability Company Act. Parent and each AKD Member has the requisite power and authority to execute and deliver each of the Transaction Agreements to which it is a party and to perform its obligations thereunder, and the execution, delivery and performance by Parent or such AKD Member of this Agreement and the other Transaction Agreements to which it is a party and the consummation by Parent or such AKD Member of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary action of the owners and managers of Parent and such AKD Member as required by applicable documents and law. This Agreement has been duly executed and delivered by AKD, Parent and each AKD Member and constitutes, and each of the other Transaction Agreements to which AKD, Parent or any AKD Member is a party will be duly executed and delivered by AKD, Parent or such AKD Member at Closing and will constitute, the legal, valid and binding obligation of AKD, Parent or such AKD Member, enforceable in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization and similar laws of general applicability affecting the rights and remedies of creditors and to general principles of equity.
Execution and Validity. Each Denali Member has the requisite power and authority to execute and deliver each of the Transaction Agreements to which it is a party and to perform its obligations thereunder, and the execution, delivery and performance by such Denali Member of this Agreement and the other Transaction Agreements to which it is a party and the consummation by such Denali Member of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary action of the owners and managers of such Denali Member as required by applicable documents and law. This Agreement has been duly executed and delivered by each Denali Member and constitutes, and each of the other Transaction Agreements to which any Denali Member is a party will be duly executed and delivered by such Denali Member at Closing and will constitute, the legal, valid and binding obligation of such Denali Member, enforceable in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization and similar laws of general applicability affecting the rights and remedies of creditors and to general principles of equity.
Execution and Validity. The PURCHASER his the full corporate power and authority to enter into this AGREEMENT and to perform its obligations hereunder. The execution and delivery of this AGREEMENT and the performance of the transactions contemplated hereby have been duly authorized by all required corporate action on behalf of the PURCHASER. This AGREEMENT has been duly and validly executed and delivered by the PURCHASER and, assuming due authorization, execution and delivery by the SELLERS, constitutes a legal, valid and binding obligation of the PURCHASER, enforceable against it in accordance with its terms.
Execution and Validity. This Agreement has been duly executed and delivered by Purchaser. Assuming the due and valid authorization, execution and delivery hereof by the Sellers, this Agreement is a valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, except as limited by the Enforceability Limitations.
Execution and Validity. Newport has the full legal right and capacity to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Newport and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of Newport, enforceable against Newport in accordance with its terms.
Execution and Validity. Each of the NON CORPORATE SELLERS has the full power and capacity and each of the CORPORATE SELLERS has the full corporate power and authority to enter into this AGREEMENT and to perform its obligations hereunder. The execution and delivery of this AGREEMENT and the performance of the transactions contemplated hereby have been duly authorized by all required corporate action on behalf of each of the CORPORATE SELLERS. This AGREEMENT has been duly and validly executed and delivered by each SELLER and, assuming due authorization, execution and delivery by the PURCHASER, constitutes a legal, valid and binding obligation upon each of the SELLERS, enforceable against each of them in accordance with its terms.
Execution and Validity. 15 3.1.2 No Restrictions .............................................. 16 3.1.3
Execution and Validity. The Stockholder has the legal right and capacity to enter into this Agreement and to perform his/her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming due authorization, execution and delivery by MergerSub and Parent, constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, in each case, except as enforceability may be limited by bankruptcy, insolvency reorganization, moratorium and other laws affecting creditors' rights generally, or by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity), and to the extent any indemnification or contribution provisions thereof may be limited by applicable federal, state or securities laws.
