Execution, Delivery; Valid and Binding Agreements. This Agreement has been duly executed and delivered by Management Stockholder, and constitutes, and the other agreements contemplated hereby to which Management Stockholder is a party, when executed and delivered by Management Stockholder in accordance with the terms thereof shall each constitute, a valid and binding obligation of Management Stockholder, enforceable in accordance with its terms, subject to the effect of bankruptcy, or other similar laws and to general principles of equity (whether considered in proceedings at law or in equity).
Execution, 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 Purchaser have been duly executed and delivered by Purchaser, 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 Purchaser, enforceable against Purchaser 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, Delivery; Valid and Binding Agreements. This Agreement has been duly executed and delivered by such Frost Group Shareholder, and assuming that this Agreement is the valid and binding agreement of Buyer, this Agreement constitutes the valid and binding obligation of such Frost Group Shareholder, enforceable in accordance with its terms.
Execution, Delivery; Valid and Binding Agreements. The execution, delivery and performance by a Seller of this Agreement and any Ancillary Agreement to which a Seller is a party 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 the part of each Seller are necessary to authorize the execution, delivery and performance by each Seller of this Agreement and such Ancillary Agreements. This Agreement has been, and all Ancillary Agreements to which a Seller is a party shall be, duly executed and delivered by such Seller, and shall constitute a valid and binding obligation of each Seller, enforceable in accordance with their terms.
Execution, Delivery; Valid and Binding Agreements. The execution, delivery and performance by the Company, TMMPT or any TMMPT Subsidiary, as applicable, of any Ancillary Agreement to which the Company, TMMPT or such TMMPT Subsidiary is a party, and the consummation of the transactions contemplated thereby, have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on their respective parts are necessary to authorize the execution, delivery and performance of such Ancillary Agreements. All Ancillary Agreements to which the Company, TMMPT or any TMMPT Subsidiary is a party shall be duly executed and delivered by the Company, TMMPT or such TMMPT Subsidiary, as applicable, and shall constitute valid and binding obligations of the Company, TMMPT or such TMMPT Subsidiary, enforceable in accordance with their terms.
Execution, Delivery; Valid and Binding Agreements. The execution, delivery and performance by each Purchaser of this Agreement and any Ancillary Agreement to which a Purchaser or FSC is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all requisite corporate action on the part of each Purchaser or FSC, as applicable, and no other corporate proceedings on a Purchaser's or FSC's part are necessary to authorize the execution, delivery and performance of this Agreement and such Ancillary Agreements. This Agreement has been, and all Ancillary Agreements to which a Purchaser or FSC is a party, shall be duly executed and delivered by such Purchaser or FSC, as applicable, and shall constitute the valid and binding obligation of such Purchaser or FSC, as applicable, enforceable against such Purchaser or FSC in accordance with their terms.
Execution, 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 and delivered by Seller Parent or Seller have been duly executed and delivered by Seller Parent and 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 Seller Parent and Seller, enforceable against Seller Parent and Seller (as applicable) 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, 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 the Buyer, this Agreement constitutes the valid and binding obligation of such Seller, enforceable in accordance with its terms (subject to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws now or hereafter in effect relating to creditors' rights generally and general principles of equity).
Execution, Delivery; Valid and Binding Agreements. This Agreement and the Ancillary Agreements have been duly executed and delivered by the Seller, and assuming that this Agreement and the Ancillary Agreements 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 the Seller, enforceable against the 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, Delivery; Valid and Binding Agreements. The execution, delivery and performance of this Agreement and the Ancillary Agreements by each of OCI and OTI 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 and performance of this Agreement or any of the Ancillary agreements. This Agreement has been, and the Ancillary Agreements will be, duly executed and delivered by OCI and OTI and, when so executed and delivered, will constitute the valid and binding obligations of OCI and OTI, as the case may be, enforceable in accordance with their respective terms, except as such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (whether considered in a proceeding in equity or at law).
