Organization; Authorization and Validity of Agreement. Group is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Group has all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the performance of Group’s obligations hereunder have been duly authorized by all necessary action, and no other proceedings on the part of Group is necessary to authorize such execution, delivery and performance. This Agreement has been duly executed by Group and, assuming due execution by MNCC, constitutes legal, valid and binding obligations of Group, enforceable against Group in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors’ rights generally and except for the limitations imposed by general principles of equity.
Organization; Authorization and Validity of Agreement. MNCC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of New York. MNCC has all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the performance of MNCCs’ obligations hereunder have been duly authorized by all necessary action, and no other proceedings on the part of MNCC is necessary to authorize such execution, delivery and performance. This Agreement has been duly executed by MNCC and, assuming due execution by Group, constitutes legal, valid and binding obligations of MNCC, enforceable against MNCC in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors’ rights generally and except for the limitations imposed by general principles of equity. Each document and instrument of transfer contemplated by this Agreement (including pursuant to Section 5.01 hereof) is valid and legally binding upon MNCC in accordance with its terms.
Organization; Authorization and Validity of Agreement. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the performance of The Company’s obligations hereunder have been duly authorized by all necessary action, and no other proceedings on the part of the Company is necessary to authorize such execution, delivery and performance. This Agreement has been duly executed by the Company and, assuming due execution by Group Holdings, constitutes legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors’ rights generally and except for the limitations imposed by general principles of equity.
Organization; Authorization and Validity of Agreement. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the performance of the Company's obligations hereunder have been, or will have been on the Closing Date, duly authorized by the Board of Directors of the Company and/or the Bankruptcy Court, and no other corporate proceedings on the part of the Company are necessary to authorize such execution, delivery and performance. This Agreement has been duly executed by the Company and is the legal, valid and binding obligation of the Company.
Organization; Authorization and Validity of Agreement. Group Holdings is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Group Holdings has all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the performance of Group Holdings’ obligations hereunder have been duly authorized by all necessary action, and no other proceedings on the part of Group Holdings is necessary to authorize such execution, delivery and performance. This Agreement has been duly executed by Group Holdings and, assuming due execution by the Company, constitutes legal, valid and binding obligations of Group Holdings, enforceable against Group Holdings in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors’ rights generally and except for the limitations imposed by general principles of equity.
Organization; Authorization and Validity of Agreement. Each of ----------------------------------------------------- the Sellers is a limited liability company duly organized and validly existing under the laws of The Netherlands. Each of the Sellers has full corporate power and authority to enter into this Agreement and perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized and approved by all required corporate action of each of the Sellers. This Agreement has been duly executed and delivered by each of the Sellers and, assuming the due execution and delivery of this Agreement by each other Party hereto, is a valid and legally binding obligation of each of the Sellers, enforceable against each of the Sellers in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditor's rights generally and to general equitable principles.
Organization; Authorization and Validity of Agreement. Each of ----------------------------------------------------- the UIHI Parties is a corporation duly organized and validly existing and is in good standing under the laws of the State of Delaware. Each of the UIHI Parties has full corporate power and authority to enter into this Agreement and perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized and approved by all required corporate action of each of the UIHI Parties. This Agreement has been duly executed and delivered by each of the UIHI Parties and, assuming the due execution and delivery of this Agreement by each other Party hereto, is a valid and legally binding obligation of each of the UIHI Parties, enforceable against each of the UIHI Parties in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditor's rights generally and to general equitable principles.
Organization; Authorization and Validity of Agreement. If such Seller is a Group A Seller, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate or other organizational power, as applicable, to own its properties and assets and to conduct its business as now conducted. Each Group A Seller is duly qualified to do business as a foreign corporation, limited liability company or other entity, as applicable, and is in good standing in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to impair the ability of such Group A Seller or its applicable Beneficial Owner to consummate the transactions contemplated by the Transaction Documents (including in his capacity as the Group A Seller Representative, as applicable). Such Seller and Beneficial Owner has the requisite power and authority (and in the case of each Group B Seller and Beneficial Owner, legal capacity) to enter into each Transaction Document to which it or he is or will be a party and to carry out its or his obligations thereunder (including in his capacity as a Seller Representative, as applicable). The execution and delivery of each Transaction Document to which such Seller is or will be a party and the performance of such Seller’s obligations thereunder have been duly authorized by all necessary corporate or other organizational action of such Seller, and no other proceedings on the part of such Seller are necessary to authorize such execution, delivery and performance. This Agreement has been, and each other Transaction Document to which such Seller or Beneficial Owner is or will be a party will be at Closing (including in his capacity as a Seller Representative, as applicable), duly executed by such Seller or Beneficial Owner, as applicable, and constitutes, or when executed will constitute, its or his valid and binding obligations, enforceable against it or him in accordance with the terms hereof and thereof, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws related to or affecting creditors’ rights generally and by general equitable principles (whether at law or in equity).
