Authority Relative to this Agreement, Etc. Each of Seller, the FH Asset Sellers and the FH Share Sellers and any other Affiliate of Seller that is or will be a party to any Transaction Document has all requisite corporate or other power and authority to execute and deliver this Agreement, the Local Purchase Agreements, the Transition Services Agreement and each of the other Transaction Documents to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Local Purchase Agreements, the Transition Services Agreement and each of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by each of Seller, the FH Asset Sellers and the FH Share Sellers, and each other Affiliate of Seller to the extent party thereto. No other corporate proceedings on the part of Seller, the FH Asset Sellers and the FH Share Sellers, or any other Affiliate of Seller, are necessary to authorize the execution, delivery and performance in accordance with their respective terms of this Agreement, the Local Purchase Agreements, the Transition Services Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. This Agreement, the Local Purchase Agreements, the Transition Services Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, have been (or in the case of the Transition Services Agreement and the Local Purchase Agreements, and the other Transaction Documents, when executed and delivered will be) duly and validly executed and delivered by each of Seller, the FH Asset Sellers and the FH Share Sellers, and any other Affiliate of Seller to the extent party thereto and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by all of the other parties hereto or thereto (other than Affiliates of Seller), each of this Agreement and such other agreements, and such other Transaction Documents, constitutes (or in the case of the Transition Services Agreement and the Local Purchase Agreements, and the other Transaction Documents, when executed and delivered will constitute) a legal, valid and binding agreement of Seller, the FH Asset Sellers and the FH Share Sellers, or Seller’s other Affiliates to the extent party thereto, enforceable against each such Seller, FH Asset Seller or FH Share Seller, or Se...
Authority Relative to this Agreement, Etc. JLL Holdco has all requisite authority and power to execute and deliver this Agreement and the Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Related Agreements to which JLL Holdco is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by JLL Holdco. No other proceedings on the part of JLL Holdco (and no action on part of any equity holders of JLL Holdco) or any Subsidiary thereof are necessary to authorize the execution, delivery and performance of this Agreement and the Related Agreements to which it is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement and the Related Agreements to which JLL Holdco is a party have been (or in the case of certain of the Related Agreements, will be) duly and validly executed and delivered by JLL Holdco and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by all of the other parties hereto, each of this Agreement and such other agreements constitutes (or in the case of certain of the Related Agreements will constitute) a legal, valid and binding agreement of JLL Holdco, enforceable against JLL Holdco in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principles.
Authority Relative to this Agreement, Etc. The Company has taken all necessary corporate action to approve this Agreement and the Merger and the performance of its obligations hereunder, except for the requisite shareholder approval. The Company Financial Advisor has delivered to the Board of Directors of the Company its written opinion, dated the date of this Agreement, that, as of such date and based on and subject to the assumptions, qualifications and limitations contained therein, the Merger Consideration is fair, from a financial point of view, to the shareholders of the Company. It is agreed and understood that such opinion is for the benefit of the Company’s Board of Directors and may not be relied on by Parent or Subsidiary. The Company has made available to Parent a true and complete copy of the engagement agreement dated April 10, 2006 between the Company and the Company Financial Advisor and the Company has made available, or promptly after the execution of this Agreement the Company will make available, to Parent a copy of the written opinion of the Company Financial Advisor. The engagement agreement remains in full force and effect as of the date hereof and has not been amended or otherwise modified.
Authority Relative to this Agreement, Etc. Parent has taken all necessary corporate action to approve this Agreement and the performance of its obligations hereunder.
Authority Relative to this Agreement, Etc. Subsidiary has taken all necessary corporate action to approve this Agreement and the Merger and the performance of its obligations hereunder.
Authority Relative to this Agreement, Etc. Each Purchaser, as applicable, has the requisite power and authority to execute and deliver this Agreement, the Investment Agreement, the Co-Sale and Voting Agreement and all other documents, instruments and other writings to be executed and/or delivered by or on behalf of such Purchaser to the Company or any of its representatives in connection with the transactions contemplated hereby or thereby (collectively, "Purchaser Transaction Documents"), to perform its, his or her obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of each of the Purchaser Transaction Documents by such Purchaser and the consummation by such Purchaser of the transactions contemplated hereby and thereby have been duly authorized by the requisite officer, manager, partner or member of such Purchaser, and no other proceedings on the part of such Purchaser, are necessary to authorize the execution, delivery and performance of the Purchaser Transaction Documents or the transactions contemplated hereby or thereby. Each of the Purchaser Transaction Documents has been duly executed and delivered by such Purchaser, as the case may be, and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of such Purchaser, as the case may be, enforceable against such Purchaser, as the case may be, in accordance with its terms.
Authority Relative to this Agreement, Etc. Assuming the accuracy of the representations and warranties of Acquiror and Merger Sub set forth in Section 4.2, the Company has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, except for the requisite approval of the Merger by its stockholders and the filing and recordation of the Certificate of Merger. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles.
Authority Relative to this Agreement, Etc. Each of Acquiror and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Acquiror and Merger Sub and constitutes a valid, legal and binding agreement of each of Acquiror and Merger Sub, respectively, enforceable against each of Acquiror and Merger Sub in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles.
Authority Relative to this Agreement, Etc. Each of DuPont and the Sellers has all requisite corporate or other power and authority to execute and deliver this Agreement, the Local Asset Transfer Agreements, the Local Purchase Agreements and any Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. Each Transferred DPC Company or any Subsidiary thereof has all requisite corporate or other power and authority to execute and deliver any Related Agreements to which it is a party and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement, the Local Asset Transfer Agreements, the Local Purchase Agreements and the Related Agreements and the consummation of the transactions contemplated hereby and thereby have been (or, in the case of the Local Asset Transfer Agreements and Related Agreements, will be as of their execution) duly authorized by each of DuPont, the Sellers and the Transferred DPC Companies (with respect to any Related Agreement executed by such party prior to the Closing) to the extent party thereto. No other corporate proceedings or other action on the part of DuPont and the Sellers (and no action on the part of stockholders of DuPont or the Sellers) are necessary (or, in the case of the Local Asset Transfer Agreements and Related Agreements, will be necessary as of the execution thereof) to authorize the execution, delivery and performance in accordance with their respective terms of this Agreement, the Local Purchase Agreements, the Local Asset Transfer Agreements and the Related Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement, the Local Asset Transfer Agreements, the Local Purchase Agreements and the Related Agreements, and the consummation of the transactions contemplated hereby and thereby, have been (or in the case of the Related Agreements and certain of the Local Asset Transfer Agreements and Local Purchase Agreements will be) duly and validly executed and delivered by DuPont and each of the Sellers and the Transferred DPC Companies (with respect to any Related Agreement executed by such party prior to the Closing) to the extent party thereto and, assuming this Agreement and such other agreements (to the extent Buyer is a party to such other agreements) have been duly authorized, executed and delivered by Buyer, each of this Agreement and such other agreements constitutes (or in the case of the Related Agreements and certain of the Loc...
Authority Relative to this Agreement, Etc. Each of XX XX, ValueVision, Xxxxxxx and Bank, as applicable, has the requisite power and authority to execute and deliver this Agreement, the Investment Agreement, the Co-Sale and Voting Agreement and all other documents, instruments and other writings to be executed and/or delivered by or on behalf of XX XX, ValueVision, Xxxxxxx and/or Bank to the Company or any of its representatives in connection with the transactions contemplated hereby or thereby (collectively, "Purchaser Transaction Documents"), to perform its or his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of each of the Purchaser Transaction Documents by XX XX and ValueVision and the consummation by XX XX and ValueVision of the transactions contemplated hereby and thereby have been duly authorized by the general partner of XX XX and an authorized officer of ValueVision, and no other proceedings on the part of XX XX or ValueVision, are necessary to authorize the execution, delivery and performance of the Purchaser Transaction Documents or the transactions contemplated hereby or thereby. Each of the Purchaser Transaction Documents has been duly executed and delivered by XX XX, ValueVision, Xxxxxxx and/or Bank, as the case may be, and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of XX XX, ValueVision, Xxxxxxx and/or Bank, as the case may be, enforceable against XX XX, ValueVision, Xxxxxxx and/or Bank, as the case may be, in accordance with its terms.
