Power and Authority; Effect of Agreement. The sale of the Shares, the execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated herein have been duly authorized by all necessary action on the part of the Seller. This Agreement has been duly and validly executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller, enforceable against the Seller, in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and is subject to general principles of equity.
Power and Authority; Effect of Agreement. CBI is a corporation duly organized, validly existing and in good standing under the laws of Ohio and has requisite corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by CBI of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action on its part. This Agreement has been duly and validly executed and delivered by CBI and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally. The execution, delivery and performance by CBI of this Agreement and the consummation by it of the transactions contemplated by the Separation does not, and will not, with or without the giving of notice or the lapse of time, or both: (i) violate any provision of law, rule or regulation to which it is subject; (ii) violate any order, judgment or decree applicable to it; (iii) conflict with, or result in a breach or default under, its Amended Articles of Incorporation or its Amended Regulations; or (iv) conflict with, or result in a breach or default under, any contract to which it is a party; except, in each case, for violations, conflicts, breaches or defaults which in the aggregate would not materially hinder or impair the consummation of the transactions contemplated hereby or have a material adverse effect on the Business.
Power and Authority; Effect of Agreement. The purchase of the Shares, the payment and delivery of the Purchase Price, the execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated herein have been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been duly and validly executed and delivered by the Purchaser and constitutes a valid and binding obligation of the Purchaser, enforceable against the Purchaser, in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and is subject to general principles of equity.
Power and Authority; Effect of Agreement. Each of Trak and Seller have, and the Company will have, all requisite power and authority to execute, deliver and perform this Agreement and all other agreements, certificates, instruments and other documents to be executed and delivered by it in connection herewith (collectively, the "Ancillary Documents"), as the case may be, and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by each of Trak and Seller and constitutes the valid and binding obligation of Trak and Seller, and each such Ancillary Document, upon execution and delivery by Trak, Seller or the Company, will constitute the valid and binding obligation of Trak, Seller or the Company, as the case may be, in each case enforceable against Trak, Seller or the Company, as the case may be, in accordance with its terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and (ii) is subject to general principles of equity. The execution, delivery and performance by Trak and Seller of this Agreement, the execution, delivery and performance by Trak, Seller or the Company of such Ancillary Documents to which it is a party, and the consummation by each of Trak, Seller and the Company of the transactions contemplated hereby and thereby will not, with or without the giving of notice or the lapse of time, or both, (A) subject to compliance with the applicable requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), violate or conflict with any provision of law, rule or regulation to which Trak, Seller or the Company is subject or by which any of the property of Trak, Seller or the Company is bound, (B) violate or conflict with any order, judgment or decree applicable to Seller or the Company, or (C) violate or conflict with any provision of the organizational documents of Trak, Seller or the Company.
Power and Authority; Effect of Agreement. Buyer and CZ each have the requisite power and authority to execute and deliver this Agreement and, as applicable, the Promissory Note and the Pledge Agreement, to perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer of this Agreement and, as applicable, the Promissory Note and the Pledge Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability company action. This Agreement is a valid and binding obligation of each of Buyer and CZ, enforceable against Buyer and CZ in accordance with the terms hereof, except as enforceability may be limited by the Bankruptcy and Equity Exception. When executed and delivered at the Closing, each of the Promissory Note and the Pledge Agreement will be a valid and binding obligation of each of Buyer and, insofar as he is a party thereto, CZ, enforceable against Buyer and CZ in accordance with the terms thereof, except as enforceability may be limited by the Bankruptcy and Equity Exception.
Power and Authority; Effect of Agreement. Seller has the requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally.
Power and Authority; Effect of Agreement. This Agreement has been duly executed and delivered by Purchaser, and shall be a legal and valid obligation of Purchaser enforceable against it in accordance with the terms of this Agreement, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally. The execution and delivery by Purchaser of this Agreement do not, and the performance of this Agreement by Purchaser will not, violate or constitute a breach under any provision of the respective Articles of Incorporation or Bylaws of Purchaser, or any contract, lease, license or commitment to which it is a party, or violate any applicable statute, regulation or law or any order, writ, injunction or decree of any court, administrative agency or governmental body.
Power and Authority; Effect of Agreement. The execution, delivery and performance by Seller of the Transaction Agreements and the consummation by Seller of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of Seller. The Transaction Agreements have been duly and validly executed and delivered by Seller and constitute the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms except insofar as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether considered in a proceeding in equity or at law). The execution, delivery and performance by Seller of the Transaction Agreements and the consummation by Seller of the transactions contemplated thereby will not, with or without the giving of notice or the lapse of time, or both, conflict with or violate (a) in any material respect, any material Law or Governmental Order applicable to Seller or (b) any provision of the Articles of Incorporation or the bylaws of Seller.
Power and Authority; Effect of Agreement. Such Seller has the legal capacity and the power to execute, deliver and perform this Agreement, and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Seller and constitutes the valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms. The execution, delivery and performance by such Seller of this Agreement and the consummation by such Seller of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, conflict with or violate (i) any provision of law, rule or regulation to which such Seller is subject, (ii) any order, judgment or decree applicable to such Seller or binding upon the assets or properties of such Seller, or (iii) any agreement, contract or other instrument or understanding to which such Seller is a party or is otherwise bound, including, without limitation, any shareholder or voting or similar agreement.
Power and Authority; Effect of Agreement. Such HP Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations and to consummate the transactions contemplated hereby. The execution, delivery and performance by such HP Purchaser of this Agreement, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby (i) have been duly and validly authorized by such HP Purchaser or its Affiliates, and no other corporate actions on the part of such HP Purchaser or its Affiliates are necessary to authorize the execution and delivery of this Agreement and the consummation by such HP Purchaser of the transactions contemplated hereby and thereby; (ii) do not and will not as of the Closing contravene any law, order or agreement by which such HP Purchaser is bound; and (iii) do not and will not as of the Closing require any consent, notice or filing of any kind other than such consents and notices as have already been obtained. This Agreement has been duly executed and delivered by such HP Purchaser and constitutes, assuming execution and delivery thereof by the Seller, a valid and binding obligation of such HP Purchaser, enforceable against the Seller in accordance with its terms, subject to applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and similar Applicable Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and to general principles of equity.
