Validity and Execution of Agreements. This Agreement and each of the Collateral Documents to which such Member is a party have been duly executed and delivered by such Member and, assuming due authorization, execution and delivery by Parent, Merger Sub and the other parties hereto or thereto, constitute the valid and binding obligations of such Member, enforceable against such Member in accordance with their respective terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in law or equity.
Validity and Execution of Agreements. This Agreement has been, and each of the Related Agreements to which each Selling Shareholder is a party will be on or before Closing, duly executed and delivered by each Selling Shareholder, and this Agreement constitutes, and any such related Agreements will constitute when executed and delivered, valid and binding obligation of each Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms.
Validity and Execution of Agreements. This Agreement, and each of the Seller Ancillary Agreements to which such Seller is a party, have been duly authorized, executed and delivered by such Seller and, assuming the due authorization, execution and delivery by the Buyer and the other parties hereto or thereto, constitute the valid and binding obligation of such Seller, enforceable against such Seller in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, or other similar Laws affecting or relating to the rights of creditors generally, or by general principles of equity.
Validity and Execution of Agreements. This Agreement and each of the Seller Ancillary Agreements to which such Signing Shareholder is a party have been duly executed and delivered by such Signing Shareholder and, assuming due authorization, execution and delivery by Purchaser, Merger Sub and the other parties hereto or thereto, constitute the valid and binding obligation of such Signing Shareholder, enforceable against such Signing Shareholder in accordance with their respective terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar Laws affecting or relating to the rights of creditors generally, or (ii) the discretion of any court or other judicial or administrative body, or the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law or (iii) matters of public policy.
Validity and Execution of Agreements. This Agreement and each of the Collateral Documents to which such Target Shareholder is a party have been duly executed and delivered by such Target Shareholder and, assuming due authorization, execution and delivery by Parent, each Merger Sub and the other parties hereto or thereto, constitute the valid and binding obligation of such Target Shareholder, enforceable against such Target Shareholder in accordance with their respective terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law.
