Authority of Sellers. Each Seller and Parent have all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which such Seller or Parent, as applicable, is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Seller and Parent of this Agreement and any Ancillary Agreement to which such Seller or Parent, as applicable, is a party, the performance by such Seller and Parent, as applicable, of their obligations hereunder and thereunder and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller and Parent, as applicable. This Agreement has been duly executed and delivered by each Seller and Parent, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller and Parent, enforceable against each Seller and Parent, as applicable, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity). When each of the Ancillary Agreements to which each Seller or Parent, as applicable, is a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity).
Authority of Sellers. Sellers has the power and authority to enter into this Agreement and to agree to the terms and conditions set forth herein, and the individuals executing this Agreement on behalf of Sellers are duly authorized to do so and upon such execution of this Agreement shall bind Sellers to the terms and conditions hereof.
Authority of Sellers. Sellers have full corporate or limited liability company power and authority to enter into this Agreement and the Ancillary Documents to which Sellers are party, to carry out their obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Sellers of this Agreement and any Ancillary Document to which Sellers are a party, the performance by Sellers of their obligations hereunder and thereunder and the consummation by Sellers of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or limited liability company action on the part of Sellers. This Agreement has been duly executed and delivered by Sellers, and (assuming due authorization, execution and delivery by Buyers) this Agreement constitutes a legal, valid and binding obligation of Sellers enforceable against Sellers in accordance with its terms. When each Ancillary Document to which Sellers are or will be party has been duly executed and delivered by Sellers (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Sellers enforceable against it in accordance with its terms.
Authority of Sellers. Each of Sellers has the corporate power and authority to execute, deliver and perform this Agreement and all of the Seller Ancillary Agreements to which it is a party. The execution, delivery and performance of this Agreement and the Seller Ancillary Agreements by Sellers have been duly authorized and approved by each Seller's board of directors and do not require any further authorization or consent of Sellers or their respective stockholders. This Agreement has been duly authorized, executed and delivered by Sellers and (assuming the valid authorization, execution and delivery of this Agreement by Buyer) is the legal, valid and binding obligation of Sellers enforceable in accordance with its terms, and each of the Seller Ancillary Agreements has been duly authorized by FDC or FFMC, as the case may be, and (assuming the valid authorization, execution and delivery thereof by Buyer, where Buyer is a party, or the other party or parties thereto) upon execution and delivery by FDC or FFMC, as the case may be, will be a legal, valid and binding obligation of FDC or FFMC, as the case may be, enforceable in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles. Except as set forth in Schedule 5.3, neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will:
Authority of Sellers. Such Seller has the requisite power and authority (and, in the case of each Seller who is a natural person, capacity) to execute, deliver and perform its obligations under this Agreement and each of the Seller Ancillary Agreements to which it is a party. This Agreement has been duly authorized, executed and delivered by such Seller and represents (assuming the valid authorization, execution and delivery of this Agreement by each other party hereto) the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, and each of the Seller Ancillary Agreements to which such Seller is a party has been duly authorized by such Seller and, upon execution and delivery by such Seller, will represent (assuming the valid authorization, execution and delivery by the other parties thereto) the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and subject to general equity principles.
Authority of Sellers. Each Seller has all requisite power and authority to execute and deliver this Agreement and each of the Ancillary Documents to which such Seller is a party, and to perform such Seller’s obligations hereunder and thereunder. This Agreement has been duly executed and delivered by such Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (the “Enforceability Exceptions”). When each other Ancillary Document to which such Seller is or will be a party has been duly executed and delivered by such Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of such Seller enforceable against it, him or her in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions.
Authority of Sellers. Each Seller has all requisite power and authority to enter into the Transaction Documents to which such Seller is a party and to carry out such Seller’s obligations thereunder. The execution and delivery of the Transaction Documents and the performance of each Seller’s obligations thereunder have been duly authorized by all necessary corporate, shareholder, partnership or member action of such Seller (if such Seller is a corporation or an entity with shareholders, partners or members), and no other proceedings on the part or in respect of such Seller is necessary to authorize such execution, delivery and performance. The Transaction Documents to which a Seller is identified as a party thereto have been duly executed by or on behalf of such Seller and assuming due authorization, execution and delivery by the other parties thereto, constitute such Seller’s valid and binding obligations, enforceable against such Seller in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors’ rights generally and except for the limitations imposed by general principles of equity.
Authority of Sellers. The execution, delivery and performance of this Agreement by each Seller and the consummation by each Seller of the transactions contemplated hereby are within the organizational powers of each Seller and have been duly authorized by all necessary corporate (or other organizational) action on the part of each Seller. All approvals by any of the equityholders of the Sellers or their respective Affiliates necessary to authorize the execution, delivery and performance by each Seller of this Agreement and the consummation by each Seller of the transactions contemplated hereby have been obtained. This Agreement has been duly executed and delivered by each Seller and, assuming due authorization, execution and delivery by Buyer, constitutes a legal, valid and binding agreement of each Seller, enforceable against each Seller in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity (the “Bankruptcy and Equity Exception”)).
Authority of Sellers. (a) Each Seller has full power and authority to execute, deliver and, subject to the entry of the Sale Order, perform this Agreement and each of the Ancillary Documents to which each Seller is a party. The execution, delivery and performance of this Agreement and such Ancillary Documents by each Seller have been duly authorized and approved by each Seller's board of directors (or similar governing body), is in accordance with the Bankruptcy Code and, subject to the entry of the Final Sale Order, does not require any authorization or consent of any Seller's shareholders or members that has not been obtained. This Agreement has been duly authorized, executed and delivered by Sellers and, subject to the entry of the Final Sale Order, is the legal, valid and binding obligation of Sellers enforceable in accordance with its terms, and each of the Ancillary Documents to which each Seller is a party has been duly authorized by Sellers and upon execution and delivery by Sellers and subject to the entry of the Final Sale Order, will be a legal, valid and binding obligation of Sellers enforceable in accordance with its terms.
Authority of Sellers. This Agreement constitutes, and the Sellers Ancillary Documents will constitute, the legal, valid and binding obligations of Sellers, enforceable against Sellers in accordance with their terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers Ancillary Documents and to perform their obligations under this Agreement and the Sellers Ancillary Documents. The Sellers do not require, nor is Company required, to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Body in order to consummate the Contemplated Transactions.
