Execution and Validity; Existence and Good Standing. The Company has the full company power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all required company action on behalf of the Company, the Seller and the Parent. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms. The Company is duly organized and is validly existing and in good standing under the laws of the jurisdictions set forth on Schedule 3.2, with the full corporate or company power and authority to own its property and to carry on its business all as and in the places where such properties are now owned or operated or such business is now being conducted. The Company is duly qualified, licensed or admitted to do business and is in good standing in the jurisdictions set forth on Schedule 3.2, which are the only jurisdictions in which the ownership, use or leasing of its assets and properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary.
Execution and Validity; Existence and Good Standing. The Company has the full power and authority to enter into this Agreement and the Other Agreements to which it is a party and to perform its obligations hereunder and thereunder. The
Execution and Validity; Existence and Good Standing. WWG has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder and thereunder. Each of TEAM and NT has the full corporate power and authority to enter into the NT Conveyance Document, and to perform their respective obligations thereunder. The execution and delivery of this Agreement by WWG and the NT Conveyance Document by TEAM and NT, and the consummation by such parties of the transactions contemplated hereby and thereby have been duly authorized by all required corporate action on behalf of such parties. This Agreement has been duly and validly executed and delivered by WWG and constitutes a legal, valid and binding obligation of WWG, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors rights generally and subject, as to enforceability, to the effect of general principles of equity. The NT Conveyance Document has been duly and validly executed and delivered by TEAM and NT, and constitutes the legal, valid and binding obligations of TEAM and NT, enforceable against each of them in accordance with their terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors rights generally and subject, as to enforceability, to the effect of general principles of equity. The Company and TEAM are each duly organized and are each validly existing and in good standing (including tax status) under the laws of the State of Delaware and the Commonwealth of Massachusetts, respectively, with the full power and authority to own their respective property and to carry on their respective businesses all as and in the places where such properties are now owned or operated or such businesses re now being conducted except where such failure to qualify would not have a material adverse effect on the respective business. The Company and TEAM are each duly qualified, licensed or admitted to do business and each of them is in good company and tax standing in the jurisdictions set forth on Schedule 3.2, which are the only jurisdictions in which the ownership, use or leasing of their assets and properties, or the conduct or nature of their business, makes such qualification, licensing or admission necessary.
