Power and Authority; Authorization; Binding Effect. The Seller has all necessary power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Power and Authority; Authorization; Binding Effect. (a) Each of the Sellers and Rhodia has all requisite organizational power and authority under its constitutive documents and the laws of its jurisdiction of incorporation to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements, as applicable.
(b) The execution and delivery by each of the Sellers and Rhodia, the performance by each of the Sellers and Rhodia of its respective obligations under, and the consummation by each of the Sellers of the transactions contemplated by, this Agreement and the Ancillary Agreements have been duly authorized by all requisite organizational action of each of the Sellers and Rhodia which is a party hereto or thereto.
(c) This Agreement has been duly executed and delivered by each of the Sellers and Rhodia and (assuming due authorization, execution and delivery by the Purchaser) is, and each Ancillary Agreement when executed and delivered by all parties thereto (assuming due authorization, execution and delivery by the other parties thereto) will be, the valid and binding obligation of each of the Sellers and Rhodia which is a party hereto or thereto, enforceable against each of the Sellers and Rhodia which is a party hereto or thereto in accordance with their terms, except insofar as enforceability may be affected or limited by bankruptcy, insolvency, reorganization, or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law).
Power and Authority; Authorization; Binding Effect. (a) The Purchaser has all requisite organizational power and authority under its constitutive documents and the laws of its jurisdiction of organization to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements.
(b) The execution and delivery by the Purchaser, the performance by the Purchaser of its obligations under, and the consummation by the Purchaser of the transactions contemplated by this Agreement and the Ancillary Agreements have been duly authorized by all requisite organizational action of the Purchaser.
(c) This Agreement has been duly executed and delivered by the Purchaser and (assuming due authorization, execution and delivery by the Sellers) is, and each Ancillary Agreement when executed and delivered by all parties thereto (assuming due authorization, execution and delivery by the other parties thereto) will be, the valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their terms, except insofar as enforceability may be affected or limited by bankruptcy, insolvency, reorganization, or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law).
Power and Authority; Authorization; Binding Effect. (a) Such Holder has all necessary power, authority and, if an individual, legal capacity to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder in accordance with the terms of this Agreement. This Agreement has been duly authorized, executed and delivered by such Holder and constitutes a legal, valid and binding obligation of such Holder enforceable against such Holder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(b) If such Holder is an entity, it (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and charter, (ii) has all requisite power to execute, deliver and perform this Agreement, and (iii) the execution, delivery and performance 17 by it of this Agreement have been duly authorized by all necessary action on the part of the general partners, managers or other governing authority of such Holder.
Power and Authority; Authorization; Binding Effect. Each of EDAC and Gros-ite has all necessary power and authority and has taken all action necessary to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement, and to perform its obligations under this Agreement. Copies of all resolutions of the board of directors and shareholders of each of EDAC and Gros-ite with respect to the transactions contemplated by this Agreement, certified by the Secretary or an Assistant Secretary of EDAC and Gros-ite, respectively, in the form attached as Schedule 5.1(b) will be delivered to Buyer at Closing. This Agreement has been duly executed and delivered by EDAC and Gros-ite and constitutes a legal, valid and binding obligation of each of EDAC and Gros-ite enforceable against EDAC and Gros-ite in accordance with its terms, except as such enforcement may be limited by (1) bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights and (2) the discretion of the appropriate court with respect to specific performance, injunctive relief or other forms of equitable remedies.
Power and Authority; Authorization; Binding Effect. Buyer has all necessary power and authority and has taken all action necessary to authorize the execution and delivery of this Agreement and the instruments to be executed and delivered pursuant hereto and to consummate the transactions contemplated hereby. This Agreement is the legal, valid and binding agreement of Buyer enforceable in accordance with the terms hereof.
Power and Authority; Authorization; Binding Effect. The Holder has all necessary power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder in accordance with the terms of this Agreement. This Agreement has been duly authorized, executed and delivered by the Holder and constitutes a legal, valid and binding obligation of the Holder enforceable against the Holder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Power and Authority; Authorization; Binding Effect. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Power and Authority; Authorization; Binding Effect. Each of the Target and each Principal Shareholder has all necessary power and authority and has taken all action necessary to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to perform its or his obligations under this Agreement. Copies of all resolutions of the board of directors of the Target with respect to the transactions contemplated by this Agreement, certified by the Secretary or an Assistant Secretary of the Target, in form satisfactory to counsel for Buyer, have been delivered to Buyer. Copies of all resolutions or other authorizations of RDV and/or its members required in connection with the transactions contemplated by this Agreement, certified by the Secretary or other appropriate officer of RDV, have been delivered to Buyer. This Agreement has been duly executed and delivered by the Target and each Principal Shareholder and constitutes a legal, valid and binding obligation of the Target and each Principal Shareholder enforceable against the Target and each Principal Shareholder in accordance with its terms, except as such enforcement may be limited by the Enforceability Limitations. Gast, xxe President and Chief Executive Officer of the Target, is, and at all times through the Closing Date will be, duly authorized to execute and deliver, for and on behalf of the Target, this Agreement and all other agreements, instruments, certificates and other documents incident or related hereto.
Power and Authority; Authorization; Binding Effect. (a) Such Holder has all necessary power, authority and, if an individual, legal capacity to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder in accordance with the terms of this Agreement. This Agreement has been duly authorized, executed and delivered by such Holder and constitutes a legal, valid and binding obligation of such Holder enforceable against such Holder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(b) If such Holder is an entity, it (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and charter, (ii) has all requisite power to execute, deliver and perform this Agreement, and (iii) the execution, delivery and performance by it of this Agreement have been duly authorized by all necessary action on the part of the general partners, managers or other governing authority of such Holder.
(c) The board of directors of Matrix, as the board of directors of the sole general partner of the Partnership, pursuant to resolutions duly adopted by unanimous vote at a meeting of all directors of Matrix duly called and held and not subsequently rescinded or modified, has, as of the date hereof (i) determined that this Agreement and the transactions contemplated hereby, including the Preferred Exchange, are advisable and in the best interests of, the Holders, (ii) approved and adopted, subject to the terms hereof, the Sxxxxxx 000 Xxxx, (xxx) approved and declared advisable the “Agreement and Plan of Exchange” contained in this Agreement and the transactions contemplated by this Agreement, including the Preferred Exchange, in accordance with the CCC, (iv) directed that the “Agreement and Plan of Exchange” contained in this Agreement be submitted to all Class B Limited Partners, Class C Limited Partners and Class D Limited Partners of the Partnership for consideration and approval with the recommendation of the general partner that such limited partners of the Partnership adopt and approve the “Agreement and Plan of Exchange” set forth in this Agreement.
