Legal Authority, Binding Effect. Seller has the full capacity, power and authority to execute and deliver this Agreement and to transfer the Assets as contemplated herein. Seller has full capacity, right, power and authority to execute, deliver and perform its obligations under this Agreement and all other agreements, certificates and documents (collectively, the “Seller’s Documents”) executed or delivered or to be executed or delivered by Seller in connection herewith. This Agreement and the other Seller’s Documents constitute legal, valid and binding obligations of Seller, enforceable in accordance with their respective terms.
Legal Authority, Binding Effect. Purchaser has the full right, power and authority to enter into and perform this Agreement and all other agreements, certificates and documents executed or delivered or to be executed or delivered by Purchaser in connection herewith (collectively, with this Agreement, “Purchaser’s Documents”). The execution, delivery and performance by Purchaser of Purchaser’s Documents have been duly authorized by the Board of Directors of Purchaser and, when approved by the Shareholders of Purchaser by all other necessary corporate action of Purchaser. This Agreement has been duly executed and delivered by Purchaser and Purchaser’s Documents are (or when executed and delivered by Purchaser will be) legal, valid and binding obligations of Purchaser (to the extent each of them is a party thereto), enforceable in accordance with their respective terms.
Legal Authority, Binding Effect. Bank has all requisite corporate power and authority (i) to enter into, execute and deliver this Agreement (subject to receipt of all approvals set forth on Bank Schedule 5.5) and each Related Document to be executed and delivered by Bank pursuant to this Agreement and (ii) to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (subject to receipt of all approvals set forth on Bank Schedule 5.5). The execution, delivery and performance of this Agreement and the Related Documents have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Bank. This Agreement has been duly and validly executed and delivered by Bank and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding obligation of Bank, enforceable against it in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Applicable Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exceptions”).
Legal Authority, Binding Effect. Sellers and the Company have, and will on the Closing Date have, full legal right, power and authority to execute, deliver and perform this Agreement, the Escrow Agreement, the Lease Agreement, the Noncompetition Agreement and the Consulting Agreement, and all other writings, spousal and other waivers and consents relating hereto (collectively the "Closing Documents") to be signed by the Sellers and/or the Company, and to consummate the transactions contemplated hereunder and thereunder, including selling and transferring the Shares to Purchaser. This Agreement does, and when executed by the Sellers and/or the Company, the other Closing Documents shall, constitute legal, valid and binding obligations of the Sellers and the Company and such other respective parties, enforceable in accordance with their respective terms.
Legal Authority, Binding Effect. Each MOC Company has, and shall at the Effective Time or the Souter Effective Time, as applicable, have, the rixxx, xower and authority to execute, deliver and perform this Agreement and the other documents, certificates and instruments relating hereto (collectively, the "MOC Transfer Documents") to be executed and delivered by such MOC Company in connection herewith and to consummate the transactions contemplated hereunder and thereunder. This Agreement does, and when executed by the applicable MOC Company, the other MOC Transfer Documents shall, constitute legal, valid and binding obligations of the applicable MOC Company, enforceable against such MOC Company in accordance with their respective terms. MOC and each other applicable MOC Company has duly authorized by all necessary corporate action the execution, delivery and performance of this Agreement and the transactions contemplated hereby.
Legal Authority, Binding Effect. Except for the Bank Stockholder Approval and the Capitol Stockholder Approval, each of Bank and Capitol has all requisite corporate power and authority (i) to enter into, execute and deliver this Agreement (subject to receipt of all necessary approvals from Governmental Entities) and each agreement, document and instrument to be executed and delivered by Capitol or Bank pursuant to this Agreement (the “Related Documents”) and (ii) to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Related Documents have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Capitol and Bank. This Agreement has been duly and validly executed and delivered by Capitol and Bank and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding obligation of Capitol and Bank, enforceable against it in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exceptions”).
Legal Authority, Binding Effect. Each of the Wilhelmina Transferred Companies has the power and authority (corporate or otherwise, as applicable) to execute and deliver this Agreement, each of the Collateral Documents which it has executed and delivered and to consummate the Contemplated Transactions. The execution, delivery and performance by the Wilhelmina Transferred Companies of this Agreement and each of the Collateral Documents to which it has executed and delivered, and the consummation by each of them of the Contemplated Transactions have been duly authorized by all necessary action (corporate or otherwise, as applicable) on the part of the Wilhelmina Transferred Companies. This Agreement and each of the Collateral Documents which any of the Wilhelmina Transferred Companies has executed and delivered have been duly executed and delivered by such Wilhelmina Transferred Company and constitute legal, valid and binding obligations of such Wilhelmina Transferred Company, enforceable against it in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar Laws affecting the rights of creditors’ generally and general equity principles (regardless of whether enforceability is considered in a proceeding at law or in equity).
Legal Authority, Binding Effect. Such Seller has the full right, power, authority and capacity to enter into and perform this Agreement and each of the Collateral Documents to which such Seller is a party, and to consummate the Contemplated Transactions. The execution, delivery and performance by such Seller of this Agreement and each of the Collateral Documents to which it is a party, and the consummation by such Seller of the Contemplated Transactions have been duly authorized by all necessary action (corporate or otherwise, as applicable) on the part of such Seller. This Agreement and each of the Collateral Documents to which such Seller is a party have been duly executed and delivered by each such Seller, and constitute legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar Laws affecting the rights of creditors generally and general equity principles (regardless of whether enforceability is considered in a proceeding at law or in equity).
Legal Authority, Binding Effect. The Purchaser and the Merger Sub have the corporate power and authority to enter into and perform this Agreement, each of the Collateral Documents to which each is a party, and to consummate the Contemplated Transactions. The execution, delivery and performance by the Purchaser of this Agreement and each of the Collateral Documents to which each is a party, and the consummation by each of them of the Contemplated Transactions, have been duly authorized by all necessary corporate action on the part of Purchaser or Merger Sub, as applicable. This Agreement and each of the Collateral Documents to which the Purchaser or Merger Sub is a party have been duly executed and delivered by the Purchaser and/or Merger Sub, as applicable and constitute legal, valid and binding obligations of the Purchaser and Merger Sub, enforceable against the Purchaser or Merger Sub in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar Laws affecting the rights of creditors’ generally and general equity principles (regardless of whether enforceability is considered a proceeding at law or in equity).
Legal Authority, Binding Effect. Mx. Xxxxxxxxxx has the full capacity, power and authority to execute and deliver this Agreement and to transfer his Stock as contemplated herein (subject to the Liens set forth in Schedule 6(c)). Mx. Xxxxxxxxxx has full capacity, right, power and authority to execute, deliver and perform his obligations under this Agreement and all other agreements, certificates and documents (collectively, the “Wxxxxxxxxx Documents”) executed or delivered or to be executed or delivered by Mx. Xxxxxxxxxx in connection herewith. This Agreement and the other Wxxxxxxxxx Documents constitute legal, valid and binding obligations of Mx. Xxxxxxxxxx, enforceable in accordance with their respective terms. Except as contemplated in Section 10(a)(i), no third party consent or authorization is required for delivery and execution of the Wxxxxxxxxx Documents to Planet.
