Validity and Execution. Buyer has full legal right, capacity and power and all requisite authority and approval required to enter into, execute and deliver this Agreement and to perform fully Buyer's obligations hereunder. This Agreement has been duly executed and delivered by Buyer and constitutes the valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby may be subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity.
Validity and Execution. Buyer has full legal right, capacity and power and all requisite authority and approval required to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder, subject to approval of the transactions contemplated pursuant to this Agreement and each of the other agreements required to be entered into pursuant hereto by Buyer by the board of directors of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the valid and binding obligation of Buyer enforceable against it in accordance with its terms.
Validity and Execution. The execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated herein have been duly and validly authorized by all required corporate action in respect thereof. This Agreement has been duly executed and delivered by Seller and each other Ancillary Agreement to which Seller is a party will be duly and validly executed and delivered by Seller at the Closing and, subject to requisite Bankruptcy Court approval, will constitute the valid and binding obligations of Seller enforceable against it in accordance with their respective terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws (whether statutory, regulatory or decisional), now or hereafter in effect, relating to or affecting the rights of creditors generally or by equitable principles (regardless of whether considered in a proceeding at law or in equity).
Validity and Execution. Buyer has all necessary limited liability company power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements by Xxxxx, the performance by Xxxxx of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of Buyer. This Agreement has been, and upon their execution the Ancillary Agreements to which Buyer is a party shall have been, duly executed and delivered by Xxxxx, and (assuming due authorization, execution and delivery by each other party hereto and thereto) this Agreement constitutes, and upon their execution the Ancillary Agreements shall constitute, legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms except to the extent enforcement may be affected by Laws relating to bankruptcy, insolvency, creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies.
Validity and Execution. Buyer has the full legal right, capacity and power and all requisite authority and approval required to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder. This Agreement has been duly executed and delivered by Buyer and constitutes the valid and binding obligation of Buyer enforceable against it in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby may be subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity.
Validity and Execution. Company has the right, power and authority, and Xxxxxx has the legal capacity, to enter into this Agreement and the agreements contemplated herein, to perform their respective obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. All necessary limited liability company actions of Company have been taken to authorize Company to execute and deliver this Agreement and the agreements contemplated herein and to consummate the transactions contemplated hereby and thereby, and this Agreement constitutes and, when executed and delivered, the other agreements and instruments contemplated herein, will constitute the legal, valid and binding obligation of Seller and Company enforceable against Seller and Company in accordance with their respective terms subject only to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application effecting enforcement of creditors’ rights. Furthermore, Company and Seller have obtained any and all consents required from any third party, including without limitation such consents and authorizations as may be required under the FG Loan Documents, to execute this Agreement and the agreements contemplated herein and to consummate the transactions contemplated hereby and thereby.
Validity and Execution. Each of Parent, Merger Sub I and Merger Sub II has the full corporate or limited liability company power and authority to enter into this Agreement and to perform its obligations hereunder. All necessary corporate or limited liability company action of each of Parent, Merger Sub I and Merger Sub II has been taken to authorize each of Parent, Merger Sub I and Merger Sub II to execute and deliver this Agreement, and this Agreement constitutes the valid and binding obligation of each of Parent, Merger Sub I and Merger Sub II enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws of general application affecting enforcement of creditors’ rights.
Validity and Execution. Each of the Shareholders and Seller has the full legal right, capacity and power and all requisite authority and approval required to enter into, execute and deliver this Agreement and to perform fully its respective obligations hereunder. This Agreement has been duly executed and delivered by Seller and the Shareholders and constitutes the valid and binding obligation of Seller and the Shareholders enforceable against each of them in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby may be subject to (a) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (b) general principles of equity.
Validity and Execution. Purchaser has the requisite right, power and authority to enter into this Agreement and perform its obligations hereunder. All necessary actions of Purchaser have been taken to authorize Purchaser to execute and deliver this Agreement, and this Agreement constitutes the valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application effecting enforcement of creditors’ rights.
Validity and Execution. Subject to Sellers' Boards of Directors approval of this Agreement, which approval shall be obtained prior to Closing, Sellers have the full legal right, capacity and power and all requisite authority and approval required to enter into, execute and deliver this Agreement and to perform fully their obligations hereunder and this Agreement has been duly executed and delivered by Sellers and constitutes the valid and binding obligation of Sellers enforceable against them in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby may be subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity.
