Corporate Authority; Binding Effect. (a) Seller has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Each Affiliate of Seller that is or will be a party to an Ancillary Agreement has all requisite authority to execute and deliver such Ancillary Agreement and to perform its obligations thereunder. The execution and delivery by Seller of this Agreement and each other document, agreement or instrument to be executed and delivered by Seller pursuant to this Agreement, and the performance by Seller of its obligations hereunder and thereunder, have been, duly authorized by all requisite action on the part of Seller.
Corporate Authority; Binding Effect. (a) Seller has all requisite corporate power and authority to execute and deliver this Agreement and each other document, agreement or instrument to be executed and delivered by Seller, and by Seller on behalf of the Selling Subsidiaries, pursuant to this Agreement (the “Seller Documents”), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. Each Selling Subsidiary will have at the Closing, or the Deferred Closing, as applicable, all requisite corporate, limited liability company, partnership or similar power and authority to execute and deliver each document, agreement or instrument to be executed and delivered by such Selling Subsidiary pursuant to this Agreement (the “Selling Subsidiary Documents”), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery by Seller of this Agreement and the Seller Documents and the performance by Seller of its obligations hereunder and thereunder have been duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by each Selling Subsidiary of the Selling Subsidiary Documents and the performance by such Selling Subsidiary of its obligations hereunder and thereunder will be duly authorized by all requisite corporate, limited liability company or partnership action on the part of such Selling Subsidiary as of the Closing, or the Deferred Closing, as applicable. No other corporate or other proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document or to consummate the transactions contemplated hereby and thereby. As of the Closing, no corporate or other proceedings on the part of any Selling Subsidiary are necessary to authorize this Agreement or any Selling Subsidiary Document or to consummate the transactions contemplated hereby and thereby.
Corporate Authority; Binding Effect. (a) Purchaser has all requisite power and authority to execute and deliver this Agreement and each other document, agreement or instrument to be executed and delivered by Purchaser pursuant to this Agreement (the “Purchaser Documents”), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery by Purchaser of this Agreement and the Purchaser Documents and the performance by Purchaser of its obligations hereunder and thereunder have been duly authorized by all requisite corporate action on the part of Purchaser. No other corporate or other proceedings on the part of Purchaser are necessary to authorize this Agreement or any Purchaser Document or to consummate the transactions contemplated hereby and thereby. This Agreement, when executed and delivered by Purchaser, assuming due execution and delivery hereof by Seller, constitutes the valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. Each Purchaser Document, when executed and delivered by Purchaser, assuming due execution and delivery thereof by the other counterparties thereto, constitutes, or if such Purchaser Document is delivered at the Closing, will constitute at the Closing, the valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions.
Corporate Authority; Binding Effect. (a) Seller has all requisite corporate or other power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party and to perform its obligations hereunder and thereunder. Prior to Closing, each other Seller Entity and Conveyed Company shall have all requisite corporate or other power and authority to execute and deliver each Transaction Document to which it is a party and to perform its obligations thereunder. The execution and delivery by Seller and each other Seller Entity and Conveyed Company party to this Agreement and each other Transaction Document to be executed and delivered by Seller and such other Seller Entities or Conveyed Companies, and the performance by Seller, and such other Seller Entities and Conveyed Companies of their respective obligations hereunder and thereunder, have been, or will have been at the Closing, duly authorized by all requisite corporate or other entity action on the part of Seller and such other Seller Entities and the Conveyed Companies. No other corporate or other proceedings on the part of the Seller is necessary to authorize this Agreement or the other Transaction Documents or to consummate the transactions contemplated hereby and thereby and all other corporate or other proceedings on the part of other Seller Entities or Conveyed Companies necessary to authorize this Agreement or the other Transaction Documents or to consummate the transactions contemplated hereby and thereby shall have occurred prior to Closing.
Corporate Authority; Binding Effect. Each of the Borrower and its Subsidiaries has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of each of the Borrower and its Subsidiaries party thereto, and each such document constitutes the legal, valid and binding obligation of each of the Borrower and its Subsidiaries party thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and the availability of equitable remedies.
Corporate Authority; Binding Effect. (a) Each Seller has all requisite corporate power and authority to execute and deliver the Transaction Documents and to perform its obligations hereunder and thereunder. The execution and delivery by each Seller of the Transaction Documents and each other document, agreement or instrument to be executed and delivered by such Seller pursuant to the Transaction Documents, and the performance by such Seller of its respective obligations hereunder and thereunder, have been, or will have been at the Closing, duly authorized by all requisite corporate action on the part of such Seller. No approval or other proceeding of either Seller’s stockholders is necessary to authorize the Transaction Documents and the transactions contemplated thereby.
Corporate Authority; Binding Effect. (a) Seller has full corporate power and authority to execute and deliver this Agreement and each of the Transaction Documents to which it is a party, and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Seller of this Agreement and each of the Transaction Documents to which it is a party has been duly and validly authorized by all necessary corporate action and no additional corporate or shareholder authorization or consent is required in connection with the execution, delivery and performance by Seller of this Agreement or any of the Transaction Documents to which it is a party. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general principles of equity (regardless of whether considered in a proceeding at law or in equity) (“Enforceability Limitations”). When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by Enforceability Limitations.
Corporate Authority; Binding Effect. (a) Each Seller has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Each Affiliate of such Seller which is a party to the Transition Services Agreements has all requisite power and authority to execute and deliver the Transition Services Agreements and to perform its obligations thereunder. The execution and delivery by such Seller of this Agreement and each other document, agreement or instrument to be executed and delivered by such Seller pursuant to this Agreement, and the performance by such Seller of its obligations hereunder and thereunder, have been, or will have been at the Closing, duly authorized by all requisite action on the part of such Seller.
Corporate Authority; Binding Effect. The execution, delivery and performance of this Agreement and the New Securities are within the corporate powers of the Issuer and have been duly authorized by all necessary corporate action on the part of the Issuer; this Agreement has, and as of the Exchange Date the New Securities will have, been duly executed and delivered by the Issuer and as of the Exchange Date each will constitute the legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity.
Corporate Authority; Binding Effect. (a) Seller has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. At Closing, each Seller Entity will have all requisite authority to execute and deliver each document, agreement or instrument to be executed and delivered pursuant to this Agreement. The execution and delivery by Seller and each Seller Entity, as applicable, of this Agreement and each other document, agreement or instrument to be executed and delivered by Seller and each Seller Entity pursuant to this Agreement, and the performance by Seller and each Seller Entity of its obligations hereunder and thereunder, have been, or will have been at the Closing, duly authorized by all requisite corporate action on the part of Seller and each Seller Entity.
