Authorization; Binding Effect. (i) Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action.
(ii) Each Subsidiary that has title to any Purchased Asset or asset acquired after the date hereof that will be a Purchased Asset or an obligation that is or will be an Assumed Liability has all requisite corporate power and authority to execute, deliver and perform the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action.
(b) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and each Subsidiary that has title to any asset that is or will be a Purchased Asset or any obligation that is or will be an Assumed Liability, will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.
Authorization; Binding Effect. (a) Each of Buyer and Parent has all requisite power and authority to execute and deliver this Agreement and each Collateral Agreement to which it will be a party and to consummate the transactions contemplated hereby and thereby, and has duly authorized the execution, delivery and performance of this Agreement and each Collateral Agreement to which it will be a party by all requisite action.
(b) This Agreement and each Collateral Agreement to which it will be a party has been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, assuming due execution by Seller, this Agreement is, and each Collateral Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will be, valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.
Authorization; Binding Effect. (a) Purchaser has all requisite corporate power and authority to purchase the Purchased Assets and enter into and deliver this Agreement, the Assignment and Assumption Agreement and any related agreements to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by Purchaser of this Agreement, the Assignment and Assumption Agreement and any related agreements to which it will be a party and its consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of Purchaser.
(b) This Agreement has been duly executed and delivered by Purchaser and this Agreement is, and the Assignment and Assumption Agreement and any related agreements to which Purchaser will be a party, when duly executed and delivered by Purchaser, will be, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms.
Authorization; Binding Effect. (a) Each of Buyer and any Buyer Designee has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Collateral Agreements to which it will be a party, as the case may be, and to effect the transactions contemplated hereby and thereby and the execution, delivery and performance of this Agreement and the Collateral Agreements by Buyer has been duly authorized by all requisite corporate action and, to the extent not completed on the date hereof by a Buyer Designee, will be duly authorized by all requisite corporate action.
(b) This Agreement has been duly executed and delivered by Buyer and this Agreement is, and the Collateral Agreements to which Buyer or a Buyer Designee will be a party when duly executed and delivered by Buyer or such Buyer Designee will be, valid and legally binding obligations of Buyer or such Buyer Designee enforceable against Buyer or such Buyer Designee in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.
Authorization; Binding Effect. The Operative Documents to which Agent is or will be a party have been or will be, on the date required to be delivered hereby, duly authorized, executed and delivered by Agent, and this Participation Agreement is, and such other Operative Documents are, or, when so executed and delivered by Agent will be, valid, legal and binding agreements of Agent, enforceable against Agent in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.
Authorization; Binding Effect. The Operative Documents to which Administrative Agent is or will be a party have been or will be, on the date required to be delivered hereby, duly authorized, executed and delivered by the Administrative Agent. This Participation Agreement is, and each such other Operative Documents is, or, when so executed and delivered by the Administrative Agent will be, valid, legal and binding obligation of the Administrative Agent, enforceable against the Administrative Agent in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
Authorization; Binding Effect a) Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action.
b) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller will be a party when duly executed and delivered by Seller will be, valid and legally binding obligations of Seller, enforceable against Seller, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.
Authorization; Binding Effect. The execution and delivery by Buyer of this Agreement and the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Buyer. This Agreement has been duly executed and delivered by a duly authorized officer of Buyer and constitutes the valid and legally binding obligation of Buyer enforceable against Buyer in accordance with its terms.
Authorization; Binding Effect. (i) Such Shareholder and, if such Shareholder is also acting as the Shareholders’ Representative, the Shareholders’ Representative has the legal capacity and authority to execute this Agreement and the Transaction Documents to which such Shareholder is a party and to consummate the transactions contemplated hereby and thereby, (ii) if such Shareholder is a Trust, the Persons executing this Agreement and the other Transaction Documents on behalf of such Trust constitute all the Trustees of such Trust and are authorized to act on behalf of such Trust and (iii) if such Shareholder is a Trust, each Trustee of such Trust has the legal capacity and authority, including the requisite power and authority under the applicable Declaration of Trust, and is competent to execute and deliver this Agreement and the other Transaction Documents to which such Trust is a party on behalf of such Trust in his or her capacity as a Trustee of such Trust and to perform his or her obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Shareholder of this Agreement and the Transaction Documents to which such Shareholder is a party, the performance by such Shareholder of such Shareholder’s obligations hereunder and thereunder and the consummation by such Shareholder of the transactions contemplated hereby and thereby have been duly authorized by all requisite action, if any, on the part of such Shareholder. Each Transaction Document to which such Shareholder is a party has been duly executed and delivered by such Shareholder, and (assuming due authorization, execution and delivery by the other parties) constitutes a legal, valid and binding obligation of such Shareholder enforceable against such Shareholder in accordance with its terms, in each case subject to the effect, if any, of (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights or remedies of creditors or (ii) general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief). If such Shareholder is married and the Shares set forth opposite such Shareholder’s name on Schedule 2.1 constitute community property under applicable laws, this Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding agreement of such Shareholder’s spouse.
Authorization; Binding Effect. (a) Each Seller has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by each Seller of this Agreement and the consummation by each Seller of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate action on the part of such Seller. Each Selling Entity has, or prior to the Closing will have, the power and authority to execute and deliver each Ancillary Agreement to which such Selling Entity is a party and to perform its obligations thereunder. The execution, delivery and performance by each such Selling Entity of each Ancillary Agreement to which it is a party and the consummation by such Selling Entity of the transactions contemplated thereby have been, or prior to Closing will have been, duly and validly authorized and approved by all necessary corporation action on the part of such Selling Entity.
(b) This Agreement and each of the Ancillary Agreements, when executed and delivered by Purchaser and the other parties hereto and thereto, will constitute valid and legally binding obligations of each Selling Entity party hereto and thereto, enforceable against such Selling Entity in accordance with their respective terms, subject to bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer and other laws affecting creditors’ rights generally and to general equitable principles.
