Common use of Authority Relative to the Transaction Documents Clause in Contracts

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. Each of Seller and Globe have SL Industries has 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 corporate, shareholder or partnership action on the part of Seller Seller, SL Industries and by all required corporate and stockholder action on the part of Globe each EME Entity and no other corporate, shareholder or other partnership proceedings on the part of Seller Seller, SL Industries or Globe (other than stockholder approval by the stockholders of Globe) any EME Entity are necessary to authorize this Agreement or the other Seller Transaction Documents or to consummate the Contemplated Transactionstransactions contemplated hereby or thereby. The Seller Transaction Documents to which they are a party have been duly and validly executed and delivered by Seller Seller, SL Industries and Globe each EME Entity, respectively, as applicable, and, assuming the Seller Transaction Documents have been duly authorized, executed and delivered by Buyerthe Purchaser, DCX-Chol and/or Chol Enterprises, as applicable, the Seller Transaction Documents to which they are a party constitute the valid and binding agreement of Seller Seller, SL Industries and Globe each EME Entity, enforceable against Seller Seller, SL Industries and Globe such EME Entity 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. Each of Seller and Globe have the Seller Entities has all requisite corporate necessary power and authority and power to execute and deliver this Agreement and the other agreements and documents relating hereto (together, the “Transaction Documents”) and to perform its obligations hereunder and thereunder and, subject to adoption of this Agreement by the members of VRBO, Purple Mountain and Support Services and the required Trust Actors of Camelot in accordance with the Seller Transaction Charter Documents to which it is or will become a party and the laws of the jurisdiction of such Seller’s and such Seller Entity’s organization, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Seller Transaction Documents by Seller and the Seller Entities and the consummation by Seller and the Seller Entities of the transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate and stockholder necessary action on the part of Seller and by all required corporate and stockholder action on the part of Globe Seller Entities and no other corporate, shareholder or other proceedings on the part of Seller or Globe (other than stockholder approval by the stockholders of Globe) any Seller Entity are necessary to authorize this Agreement or the other Seller Transaction Documents or to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. The Seller This Agreement and the other Transaction Documents have been duly and validly executed and delivered by Seller and Globe as applicable, the Seller Entities and, assuming the Seller Transaction Documents have been duly authorizeddue authorization, executed execution and delivered delivery by BuyerBuyer and Parent, the Seller Transaction Documents constitute the legal, valid and binding agreement obligations of Seller and Globe the Seller Entities, enforceable against Seller and Globe the Seller Entities in accordance with their terms, except as limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect of general application relating to or affecting the enforcement of creditors' ’ rights generally, including and the effect exercise by courts 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)powers.

Authority Relative to the Transaction Documents. Seller and Globe have has all requisite corporate limited liability company authority and power to execute and deliver this Agreement and the other Seller each Transaction Documents Document 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 by Seller 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 Seller, including all required approvals of Globe) Seller, are necessary to authorize this Agreement or each of the other Seller Transaction Documents to which it is a party or to consummate the Contemplated Transactionstransactions contemplated thereby. The Seller Each of the Transaction Documents have to which Seller is a party has been duly and validly executed and delivered by Seller and Globe as applicable, and, assuming the Seller each such Transaction Documents have Document has been duly authorized, executed and delivered by Buyereach other party thereto, the Seller each such Transaction Documents Document will constitute the a valid and binding agreement of Seller and Globe Seller, enforceable against Seller and Globe it in accordance with their 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 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).