Authority and Binding Obligations. The Company has the power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, as applicable. The execution, delivery and performance of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement and the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming that this Agreement and the Related Agreements to which the Company is a party have been duly authorized, executed and delivered by the other parties thereto, as applicable, this Agreement and the Related Agreements constitute valid and binding agreements of the Company enforceable against the Company in accordance with their respective terms, except that (a) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (b) enforcement of this Agreement and the Related Agreements, including the remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Authority and Binding Obligations. Seller, and each of its Affiliates as applicable, has the power and authority to execute, deliver and perform its obligations under this Agreement and the Related Agreements, as applicable. The execution, delivery, and performance of this Agreement and of the Related Agreements by Seller, and each of its Affiliates as applicable, (a) have been duly authorized by requisite corporate action, (b) do not conflict or result in a violation or breach of any provision of the organizational documents of Seller, any Seller Affiliate or any agreement, instrument, statute, regulation, rule, order, writ, judgment, or decree to which Seller or its Affiliates or the Assets is subject, or (c) do not and will not result in any Lien against the Assets. Each of this Agreement and the Related Agreements constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditor’s rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
Authority and Binding Obligations. Buyer has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Related Agreements, as applicable. The execution, delivery, and performance of this Agreement and the Related Agreements by Buyer (a) have been duly and validly authorized by all necessary company action and (b) do not conflict or result in a violation or breach of the organizational documents of the Buyer. Each of this Agreement and the Related Agreements constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer, in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
Authority and Binding Obligations. Sellers' Guarantor has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Sellers' Guaranty. The execution, delivery, and performance of this Agreement and the Sellers' Guaranty by Sellers' Guarantor have been duly and validly authorized by all necessary corporate action and do not conflict or result in a violation or breach of the articles of incorporation and by-laws of the Sellers' Guarantor. This Agreement and the Sellers' Guaranty constitute legal, valid and binding obligations of the Sellers' Guarantor enforceable against Sellers' Guarantor in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or equity).
Authority and Binding Obligations. Seller and each of its Affiliates which is a party to a Related Agreement has the power and authority to execute, deliver and perform its obligations under this Agreement and the Related Agreements, as applicable. The execution, delivery, and performance of this Agreement and of the Related Agreements by Seller or its Affiliate which is a party
Authority and Binding Obligations. Each of the Sellers has the power and authority to execute, deliver and perform its obligations under this Agreement and the other agreements contemplated hereby, as applicable. The execution, delivery, and performance of this Agreement and the other agreements contemplated hereby by Sellers:
Authority and Binding Obligations. The Purchaser has the necessary limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Purchaser has duly executed and delivered this Agreement and, assuming due authorization, execution, and delivery hereof by the Company, this Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, or other similar laws relating to creditors’ rights and general principles of equity.
Authority and Binding Obligations. Purchaser has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and the other agreements contemplated hereby. The execution, delivery, and performance of this Agreement and the other agreements contemplated hereby by Purchaser have been duly and validly authorized by all necessary corporate action and do not conflict or result in a violation or breach of the articles of incorporation and by-laws of the Purchaser. Each of this Agreement and the other agreements contemplated hereby, constitutes a legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
Authority and Binding Obligations. Seller and each of its Affiliates which is a party to a Related Agreement has the power and authority to execute, deliver and perform its obligations under this Agreement and the Related Agreements, as applicable. The execution, delivery, and performance of this Agreement and of the Related Agreements by Seller or its Affiliate which is a party (a) have been duly authorized by requisite company action and (b) do not conflict or result in a violation or breach of any provision of (i) the organizational documents of the Seller or the Affiliate which is a party, or (ii) any statute, regulation, rule, order, writ, judgment or decree to which the Seller or the Affiliate is directly or indirectly subject, except, in the case of clause (ii), for such conflicts which could not reasonably be expected to have a Material Adverse Effect. Each of this Agreement and the Related Agreements constitutes a legal, valid and binding obligation of Seller and each of its Affiliates which is a party to a Related Agreement, enforceable against Seller and each of its Affiliates which is a party in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
Authority and Binding Obligations. Buyer has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Related Agreements, as applicable. The execution, delivery, and performance of this Agreement and the Related Agreements by Buyer (a) have been duly and validly authorized by all necessary company action and (b) do not conflict or result in a violation or breach of any provision of (i) the organizational documents of Buyer or (ii) any statute, regulation, rule, order, writ, judgment or decree to which Buyer is directly or indirectly subject. Each of this Agreement and the Related Agreements constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
