Authority Relative to the Transaction Documents. Seller and Globe have all requisite corporate authority and power to execute and deliver this Agreement and the other Seller Transaction Documents to which it is or will become a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Seller Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate and stockholder action on the part of Seller and by all required corporate and stockholder action on the part of Globe and no other corporate, shareholder or other proceedings on the part of Seller or Globe (other than stockholder approval by the stockholders of Globe) are necessary to authorize this Agreement or the other Seller Transaction Documents or to consummate the Contemplated Transactions. The Seller Transaction Documents have been duly and validly executed and delivered by Seller and Globe as applicable, and, assuming the Seller Transaction Documents have been duly authorized, executed and delivered by Buyer, the Seller Transaction Documents constitute the valid and binding agreement of Seller and Globe enforceable against Seller and Globe in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers and subject to the limitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding at law or in equity).
Authority Relative to the Transaction Documents. Buyer has all requisite authority and power to execute and deliver each Transaction Document to which it is a party and to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents by Sellers and the consummation of the transactions contemplated thereby have been duly and validly authorized by all required action on the part of Buyer and no other proceedings on the part of Buyer are necessary to authorize the Transaction Document to which it is a party or to consummate the transactions contemplated thereby. Each of the Transaction Documents to which Buyer is a party has been duly and validly executed and delivered by Buyer and, assuming each such Transaction Document has been duly authorized, executed and delivered by each other party thereto, each such Transaction Document will constitute a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity).
Authority Relative to the Transaction Documents. Each member of the Company Group and Seller has all requisite power and authority to enter into the Transaction Documents to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated by the Transaction Documents to which it is a party. The execution, delivery and performance of each Transaction Document to which any member of the Company Group or Seller is a party and the consummation of the transactions contemplated thereby by such Person have been duly and validly authorized by all requisite action of such Person, and no other action on the part of such Person is necessary to authorize the execution, delivery or performance of the Transaction Documents by it. Each of the Transaction Documents to which any member of the Company Group or Seller is a party has been duly executed and delivered by such Person and constitutes the valid and legally binding obligation of such Person enforceable against it in accordance with its respective terms, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, reorganization and other similar applicable Laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
Authority Relative to the Transaction Documents. The Company has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (subject to amending its bylaws in accordance with Section 7.2(i)). The execution, delivery and performance by the Company of this Agreement and each other Transaction Document to which the Company is a party, and the consummation of the transactions contemplated hereby or thereby by the Company, have been duly and validly authorized by all requisite corporate action. This Agreement and each other Transaction Document to which the Company is a party, when executed and delivered by or on behalf of the Company and all other parties thereto, shall constitute the valid and legally binding obligation of the Company enforceable against it in accordance with their respective terms, subject, in each case, to the effects of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, and other similar applicable Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, whether at law or in equity (the “Enforceability Exception”).
Authority Relative to the Transaction Documents. Each of Seller and the ESOP Trustee (as trustee for, and on behalf of, Seller) has all requisite power and authority to execute and deliver this Agreement and each other Transaction Document to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each Transaction Document to which Seller is or will be a party, and the consummation of the transactions contemplated hereby or thereby, have been duly and validly authorized by all requisite action of the ESOP Trustee, and no other actions on the part of the ESOP Trustee or Seller are necessary to authorize this Agreement or Transaction Document to which the Seller is or shall become a party. This Agreement and each of the Transaction Documents to which Seller is or shall become a party, when executed and delivered by the ESOP Trustee on behalf of Seller and all other parties thereto, shall constitute the valid and legally binding obligation of Seller enforceable against it in accordance with its respective terms, subject to the Enforceability Exception.
Authority Relative to the Transaction Documents. Buyer has all requisite corporate power and authority to enter into this Agreement and each other Transaction Document to which it is or will be a party, to perform its obligations hereunder or thereunder and to consummate the transactions contemplated hereby or thereby. The execution, delivery and performance of this Agreement and each Transaction Document to which Buyer is or will be a party, and the consummation of the transactions contemplated hereby or thereby, have been duly and validly authorized by all requisite corporate action of Buyer. This Agreement and each of the Transaction Documents to which Buyer is or shall become a party, when executed and delivered by or on behalf of Buyer and all other parties thereto, shall constitute the valid and legally binding obligation of Buyer enforceable against Buyer in accordance with its respective terms, subject to the Enforceability Exception.
Authority Relative to the Transaction Documents. The Sellers and Company have all requisite power and authority to execute and deliver the Transaction Documents to which it is party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents by the Sellers and Company and the consummation by the Sellers and Company of the transactions contemplated thereby have been duly and validly authorized by all necessary action on the part of the Sellers and Company, and no other proceedings are necessary to authorize the Transaction Documents as to the Sellers and Company or to consummate the transactions contemplated thereby. Each of the Transaction Documents has been duly and validly executed and delivered by the Sellers and Company and are legal, valid and binding obligations of the Sellers and Company, enforceable against it in accordance with their respective terms except as limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent transfer and other similar laws affecting creditors’ rights generally and (B) general principles of equity, regardless of whether asserted in a proceeding in equity or at law.
Authority Relative to the Transaction Documents. Each of the Purchaser and Guarantor has the requisite corporate power and authority to execute and deliver the Transaction Documents and to consummate the transactions contemplated hereby. The Transaction Documents and the consummation by each of the Purchaser and Guarantor of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Purchaser and Guarantor, as the case may be, and no other corporate proceedings on the part of the Purchaser or Guarantor are necessary to authorize the Transaction Documents or to consummate the transactions contemplated hereby. The Transaction Documents have been duly and validly executed and delivered by the Purchaser and Guarantor and, assuming the Transaction Documents constitute the valid and binding agreement of the Shareholders, constitutes a valid and binding agreement of each of the Purchaser and Guarantor, enforceable against the Purchaser and Guarantor in accordance with their terms, except that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
Authority Relative to the Transaction Documents. Each Group Company has all requisite power and authority to enter into the Transaction Documents to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated by the Transaction Documents to which it is a party. The execution, delivery and performance of each Transaction Document to which a Group Company is a party, and the consummation of the transactions contemplated thereby by it have been (or in the case of any documents to be executed after the date hereof, will be as of the date such document is to be executed) duly and validly authorized by all requisite action of such Group Company. Each of the Transaction Documents to which a Group Company is a party has been (or in the case of any documents to be executed after the date hereof, will be as of the date such document is to be executed) duly executed and delivered by such Group Company and, assuming due authorization, execution and delivery thereof by the other parties thereto, constitutes the valid and legally binding obligation of such Group Company enforceable against it in accordance with their respective terms, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, reorganization and other similar applicable Laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
Authority Relative to the Transaction Documents. Each of Seller and the Company has all necessary corporate power and authority to execute and deliver the Transaction Documents, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents by Seller and the Company and the consummation by Seller and the Company of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Seller or the Company are necessary to authorize the Transaction Documents or to consummate the transactions contemplated thereby. The Transaction Documents have been duly and validly executed and delivered by Seller and the Company and, assuming the due authorization, execution and delivery by Purchaser, constitute the legal, valid and binding obligation of Seller and the Company, enforceable against Seller and the Company in accordance with their terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally, or principles governing the availability of equitable remedies).
