Authorization of Transaction; Binding Obligation. The Purchaser has full corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. This Agreement constitutes, and such other Transaction Documents, when executed and delivered, will constitute the valid and legally binding obligations of the Purchaser, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other similar laws affecting creditors' rights generally and by general principles of equity, regardless of whether asserted in a proceeding in equity or at law.
Authorization of Transaction; Binding Obligation. The Purchaser has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder. This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the Bankruptcy and Equity Exceptions.
Authorization of Transaction; Binding Obligation. Such Seller has the requisite power and authority and has taken all actions necessary to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder. This Agreement has been duly executed and delivered by such Seller, and constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights and to general equitable principles (collectively, the “Bankruptcy and Equity Exceptions”).
Authorization of Transaction; Binding Obligation. The Company has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder. This Agreement has been duly executed and delivered by the Company, and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company, in accordance with its respective terms, subject to the Bankruptcy and Equity Exceptions.
Authorization of Transaction; Binding Obligation. Each of Parent and Seller has the requisite limited liability company or corporate, as applicable, power and authority and has taken all limited liability company or corporate, as applicable, action necessary to execute and deliver this Agreement and the Transition Services Agreement, to perform their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, in each case only to the extent that Parent or Seller is a party to this Agreement or the Transaction Services Agreement, as applicable. This Agreement has been, and the Transition Services Agreement will be, duly executed and delivered by each of Parent and Seller, in each case only to the extent that Parent or Seller is a party hereto or thereto, as applicable, and, assuming the due authorization, execution and delivery by Purchaser, constitutes (as to this Agreement), or will constitute (as to the Transition Services Agreement), a valid and binding agreement of each of Parent and Seller, in each case only to the extent that Parent or Seller is a party hereto or thereto, as applicable, enforceable against Parent or Seller, as applicable, in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights and to general equitable principles, whether considered in a proceeding in equity or at law (collectively, the “Bankruptcy and Equity Exceptions”).
Authorization of Transaction; Binding Obligation. Purchaser has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement and the Transition Services Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Transition Services Agreement will be, duly executed and delivered by Purchaser, and, assuming the due authorization, execution and delivery by Parent, Seller, the Company and the Company’s Subsidiaries, in each case only to the extent any of such Persons is a party hereto or thereto, as applicable, constitutes (as to this Agreement), or will constitute (as to the Transition Services Agreement), a valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with their respective terms, subject to the Bankruptcy and Equity Exceptions.
Authorization of Transaction; Binding Obligation. Seller has the requisite corporate or similar power and authority and has taken all corporate or similar action necessary to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights and to general equitable principles, whether considered in a proceeding in equity or at law (collectively, the “Bankruptcy and Equity Exceptions”).
Authorization of Transaction; Binding Obligation. To the Knowledge of Seller and except as Known by Purchaser as of the date hereof, Seller has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. To the Knowledge of Seller and except as Known by Purchaser as of the date hereof, this Agreement has been duly executed and delivered by Seller, and, assuming the due authorization, execution and delivery by Purchaser, constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights and to general equitable principles, whether considered in a proceeding in equity or at law (collectively, the “Bankruptcy and Equity Exceptions”).
Authorization of Transaction; Binding Obligation. Purchaser has the requisite limited liability company or corporate, as applicable, power and authority and has taken all limited liability company or corporate, as applicable, action necessary to execute and deliver this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Purchaser, and, assuming the due authorization, execution and delivery by Purchaser, constitutes a valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with their respective terms, subject to the Bankruptcy and Equity Exceptions.
Authorization of Transaction; Binding Obligation. Each Purchaser has the requisite corporate or similar power and authority, and has taken all corporate or similar action necessary, to authorize this Agreement and the other Transaction Documents to which such Purchaser is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, and no approval of the shareholders or holder of any Equity Interests or Commitments of any of Purchasers is required in connection with the Transactions. Each of this Agreement and the Indemnification Escrow Agreement has been duly executed and delivered by each Purchaser, and, assuming the due authorization, execution and delivery by the Company and Sellers, constitutes a valid and binding agreement of each Purchaser, enforceable against each Purchaser in accordance with its terms, subject to the Bankruptcy Exceptions.
