Execution and Validity of Agreements. This Agreement has been duly executed and delivered by GCI and constitutes, and each of the other Transaction Agreements to which GCI is a party will be duly executed and delivered at Closing and will constitute, the legal, valid and binding obligation of GCI, 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, regardless of whether enforcement is sought in proceedings in equity or at law.
Execution and Validity of Agreements. The Purchaser has the full power and authority to make, execute, deliver and perform this Agreement and the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby have been duly authorized by all required corporate action on behalf of the Purchaser and this Agreement has been duly and validly executed and delivered by the Purchaser and assuming due authorization, execution and delivery by the Seller, constitute legal, valid and binding obligations of the Purchaser, enforceable against it in accordance with their terms.
Execution and Validity of Agreements. Each of Parent and MergerSub has the full corporate power and authority to enter into this Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and MergerSub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all required corporate action on behalf of Parent and MergerSub. This Agreement has been duly and validly executed and delivered by Parent and MergerSub and, assuming due authorization, execution and delivery by the Company and the Stockholders, constitutes the legal, valid and binding obligation of Parent and MergerSub, enforceable against each of them 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.
Execution and Validity of Agreements. The execution and delivery by Subsidiary of this Agreement, and the consummation of the transactions provided for herein have been duly authorized by all requisite corporate and shareholder action. This Agreement has been duly and validly executed and delivered by Subsidiary, and, assuming due authorization, execution and delivery of this Agreement by the other parties to it, is a legal, valid and binding obligation of Subsidiary, enforceable against it in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and to general equity principles.
Execution and Validity of Agreements. The Company has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Subsidiary and Parent, is a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and to general equity principles.
Execution and Validity of Agreements. Each of Omnicom and OmniSub has the full corporate power and authority to enter into this Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Omnicom and OmniSub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all required corporate action on behalf of Omnicom and OmniSub. This Agreement has been duly and validly executed and delivered by Omnicom and OmniSub and, assuming due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of Omnicom and OmniSub, enforceable against each of them in accordance with its terms.
Execution and Validity of Agreements. Each of Paradise and MergerSub has the full corporate power and authority to enter into this Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Paradise and MergerSub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all required corporate action on behalf of Paradise and MergerSub. This Agreement has been duly and validly executed and delivered by Paradise and MergerSub and, assuming due authorization, execution and delivery by the Company and the Stockholders, constitutes the legal, valid and binding obligation of Paradise and MergerSub, enforceable against each of them in accordance with its terms.
Execution and Validity of Agreements. Each of Cybershop and MergerSub has the full corporate power and authority to enter into this Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Cybershop and MergerSub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all required corporate action on behalf of Cybershop and MergerSub. This Agreement has been duly and validly executed and delivered by Cybershop and MergerSub and, assuming due authorization, execution and delivery by the Company and the Stockholders, constitutes the legal, valid and binding obligation of Cybershop and MergerSub, enforceable against each of them in accordance with its terms.
Execution and Validity of Agreements. This Agreement and each of the other Transaction Agreements to which Buyer is a party have been duly executed and delivered by Buyer and constitute the legal, valid and binding obligations of Buyer, enforceable in accordance with their 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, regardless of whether enforcement is sought in proceedings in equity or at law.
Execution and Validity of Agreements
