Power and Authority; Effect of Agreement. The sale of the Shares, the execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated herein have been duly authorized by all necessary action on the part of the Seller. This Agreement has been duly and validly executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller, enforceable against the Seller, in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and is subject to general principles of equity.
Power and Authority; Effect of Agreement. CBI is a corporation duly organized, validly existing and in good standing under the laws of Ohio and has requisite corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by CBI of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action on its part. This Agreement has been duly and validly executed and delivered by CBI and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally. The execution, delivery and performance by CBI of this Agreement and the consummation by it of the transactions contemplated by the Separation does not, and will not, with or without the giving of notice or the lapse of time, or both: (i) violate any provision of law, rule or regulation to which it is subject; (ii) violate any order, judgment or decree applicable to it; (iii) conflict with, or result in a breach or default under, its Amended Articles of Incorporation or its Amended Regulations; or (iv) conflict with, or result in a breach or default under, any contract to which it is a party; except, in each case, for violations, conflicts, breaches or defaults which in the aggregate would not materially hinder or impair the consummation of the transactions contemplated hereby or have a material adverse effect on the Business.
Power and Authority; Effect of Agreement. The purchase of the Shares, the payment and delivery of the Purchase Price, the execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated herein have been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been duly and validly executed and delivered by the Purchaser and constitutes a valid and binding obligation of the Purchaser, enforceable against the Purchaser, in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and is subject to general principles of equity.
Power and Authority; Effect of Agreement. Each of Trak and Seller have, and the Company will have, all requisite power and authority to execute, deliver and perform this Agreement and all other agreements, certificates, instruments and other documents to be executed and delivered by it in connection herewith (collectively, the "Ancillary Documents"), as the case may be, and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by each of Trak and Seller and constitutes the valid and binding obligation of Trak and Seller, and each such Ancillary Document, upon execution and delivery by Trak, Seller or the Company, will constitute the valid and binding obligation of Trak, Seller or the Company, as the case may be, in each case enforceable against Trak, Seller or the Company, as the case may be, in accordance with its terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and (ii) is subject to general principles of equity. The execution, delivery and performance by Trak and Seller of this Agreement, the execution, delivery and performance by Trak, Seller or the Company of such Ancillary Documents to which it is a party, and the consummation by each of Trak, Seller and the Company of the transactions contemplated hereby and thereby will not, with or without the giving of notice or the lapse of time, or both, (A) subject to compliance with the applicable requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), violate or conflict with any provision of law, rule or regulation to which Trak, Seller or the Company is subject or by which any of the property of Trak, Seller or the Company is bound, (B) violate or conflict with any order, judgment or decree applicable to Seller or the Company, or (C) violate or conflict with any provision of the organizational documents of Trak, Seller or the Company.
Power and Authority; Effect of Agreement. Buyer and CZ each have the requisite power and authority to execute and deliver this Agreement and, as applicable, the Promissory Note and the Pledge Agreement, to perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer of this Agreement and, as applicable, the Promissory Note and the Pledge Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability company action. This Agreement is a valid and binding obligation of each of Buyer and CZ, enforceable against Buyer and CZ in accordance with the terms hereof, except as enforceability may be limited by the Bankruptcy and Equity Exception. When executed and delivered at the Closing, each of the Promissory Note and the Pledge Agreement will be a valid and binding obligation of each of Buyer and, insofar as he is a party thereto, CZ, enforceable against Buyer and CZ in accordance with the terms thereof, except as enforceability may be limited by the Bankruptcy and Equity Exception.
Power and Authority; Effect of Agreement. The execution, delivery and performance by Seller of the Transaction Agreements and the consummation by Seller of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of Seller. The Transaction Agreements have been duly and validly executed and delivered by Seller and constitute the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms except insofar as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether considered in a proceeding in equity or at law). The execution, delivery and performance by Seller of the Transaction Agreements and the consummation by Seller of the transactions contemplated thereby will not, with or without the giving of notice or the lapse of time, or both, conflict with or violate (a) in any material respect, any material Law or Governmental Order applicable to Seller or (b) any provision of the Articles of Incorporation or the bylaws of Seller.
Power and Authority; Effect of Agreement. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Buyer. Buyer is not aware of any circumstance attributable to itself or to any third-party which may prevent the execution, delivery, and performance by Buyer of this Agreement. This Agreement has been duly and validly executed and delivered by Buyer and constitutes the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except insofar as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether considered in a proceeding in equity or at law). The execution, delivery and performance by Buyer of this Agreement and the consummation Buyer of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, conflict with or violate (a) any conflict with or violate, in any material respect, any Law or Governmental Order applicable to Buyer or (b) any provision of the Certificate of Formation or the limited liability company agreement of Buyer.
Power and Authority; Effect of Agreement. (a) The Company has all requisite corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Company Board and no further corporate authorization will be required with respect thereto. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by Purchaser, this Agreement constitutes a 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 relating to creditors’ rights generally or by general principles of equity.
Power and Authority; Effect of Agreement. (a) Seller has all requisite limited liability company power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all requisite organizational action on the part of Seller. No vote or consent by any members or other equity owners of Seller is required to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and, assuming the due authorization, execution and delivery thereof by Purchaser, this Agreement constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity.
Power and Authority; Effect of Agreement. (a) Purchaser has all requisite limited liability company power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Purchaser of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all requisite limited liability company action on the part of Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery thereof by the Company and Seller, this Agreement constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity.
