Common use of Authorization and Effect of Agreement Clause in Contracts

Authorization and Effect of Agreement. Sellers have all requisite power and authority to execute and deliver this Agreement and all of the other agreements, certificates and other documents delivered or to be delivered on or after the date hereof and at or prior to the Closing in connection with the transactions contemplated hereby (the "Ancillary Documents") to which each is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Sellers of this Agreement and the Ancillary Documents to which each is or will be a party and the consummation by Sellers of the transactions contemplated hereby and thereby to be consummated by the Sellers have been duly authorized by all necessary corporate action on the part of Sellers, including, without limitation, all requisite approval by the stockholders of the Sellers pursuant to the Articles of Incorporation or By-Laws or other organizational documents of Sellers or otherwise. This Agreement and the Ancillary Documents to which each Seller is or will be a party have been or will be, as the case may be, duly executed and delivered by each Seller and constitute or will constitute, as the case may be, valid and binding obligations of Sellers, enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar Laws of general application affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies (whether applied in a proceeding at law or equity).

Authorization and Effect of Agreement. Sellers Seller and the Company have all requisite right, corporate power and authority to execute and deliver this Agreement and all of the other agreements, certificates and other documents delivered or to be delivered on or after the date hereof and at or prior to the Closing in connection with the transactions contemplated hereby (the "Ancillary Documents") Agreements to which each either is or will be a party, party and to perform their respective obligations hereunder and under any such Ancillary Agreements and to consummate the transactions contemplated hereby and thereby, including the Merger. The execution and delivery by Sellers of this Agreement and the Ancillary Documents Agreements to which each either is or will is proposed to be a party by Seller and the consummation by Sellers of the transactions contemplated hereby and thereby to be consummated by the Sellers have been duly authorized by all necessary corporate action on the part of Sellers, including, without limitation, all requisite approval by the stockholders of the Sellers pursuant to the Articles of Incorporation or By-Laws or other organizational documents of Sellers or otherwise. This Agreement Company and the Ancillary Documents to which each performance by Seller is or will be a party have been or will beand the Company of its obligations hereunder and thereunder, as the case may be, duly executed and delivered by each Seller the consummation of the transactions contemplated hereby and constitute or will constitutethereby, as the case may be, have been duly authorized and no other corporate action on the part of Seller or the Company is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is or is proposed to be a party or the consummation of the transactions contemplated hereby or thereby, other than the filing of the Certificate of Merger. This Agreement has been duly and validly executed and delivered by Seller and constitutes a legal, valid and binding obligations obligation of SellersSeller, enforceable against Seller in accordance with their respective its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency or other insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws of general application affecting the enforcement of creditors' ’ rights or by general principles of equity limiting the availability of equitable and remedies (whether applied in a proceeding at law or equity)generally.

Authorization and Effect of Agreement. Sellers have Each of Purchaser and the Merger Sub has all requisite right, power and authority to execute and deliver this Agreement and all of the other agreements, certificates and other documents delivered Ancillary Agreements to which it is or is proposed to be delivered on or after the date hereof a party and at or prior to the Closing in connection with the transactions contemplated hereby (the "perform its obligations hereunder and under any such Ancillary Documents") to which each is or will be a party, Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Sellers of this Agreement and the Ancillary Documents Agreements to which each it is or will be a party by each of Purchaser and the consummation by Sellers of the transactions contemplated hereby and thereby to be consummated by the Sellers have been duly authorized by all necessary corporate action on the part of Sellers, including, without limitation, all requisite approval by the stockholders of the Sellers pursuant to the Articles of Incorporation or By-Laws or other organizational documents of Sellers or otherwise. This Agreement Merger Sub and the Ancillary Documents to which performance by each Seller is or will be a party have been or will beof Purchaser and the Merger Sub of its obligations hereunder and thereunder, as the case may be, duly executed and delivered by each Seller and constitute the consummation of the transactions contemplated hereby or will constitutethereby, as the case may be, have been duly authorized by all requisite action on the part of each of Purchaser and the Merger Sub and no other action on the part of each of Purchaser and the Merger Sub is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party or the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by each of Purchaser and the Merger Sub and constitutes a legal, valid and binding obligations obligation of Sellerseach of Purchaser and the Merger Sub, enforceable against each of Purchaser and the Merger Sub in accordance with their respective its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency or other insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws of general application affecting the enforcement of creditors' ’ rights or by general principles of equity limiting the availability of equitable and remedies (whether applied in a proceeding at law or equity)generally.

Authorization and Effect of Agreement. Sellers have The Company has all requisite right, power and authority to execute and deliver this Agreement and all of the other agreements, certificates and other documents delivered or to be delivered on or after the date hereof and at or prior to the Closing in connection with the transactions contemplated hereby (the "Ancillary Documents") to which each is or will be a party, perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Sellers of this Agreement by the Company, and the Ancillary Documents to which each is or will be a party performance by the Company of its obligations hereunder, and the consummation by Sellers of the transactions contemplated hereby and thereby to be consummated by the Sellers hereby, have been duly authorized by all necessary corporate action on the part of Sellersthe Company, includingand no other corporate action on the part of the Company is necessary to authorize the Company’s execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. The Board of Directors of the Company has duly and unanimously adopted resolutions (i) approving this Agreement, without limitationthe Merger and the other Transactions, all requisite approval (ii) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that the Company’s stockholders adopt this Agreement and (iv) declaring that this Agreement is advisable. Pursuant to Section 2.13 hereof, this Agreement has been approved by the stockholders irrevocable written consent of the Sellers pursuant Signing Stockholders holding more than 75 percent of the Company Shares and no other vote or approval of the holders of Company Shares is necessary to approve the Articles of Incorporation Merger or By-Laws or any other organizational documents of Sellers or otherwiseTransaction. This Agreement has been duly and the Ancillary Documents to which each Seller is or will be a party have been or will be, as the case may be, duly validly executed and delivered by each Seller the Company and, assuming due authorization, execution and constitute or will constitutedelivery hereof by the other parties hereto, as the case may beconstitutes a legal, valid and binding obligations obligation of Sellersthe Company, enforceable against the Company in accordance with their respective its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or other similar Laws of general application affecting the enforcement of relating to creditors' ’ rights or by generally and subject, as to enforceability, to general principles of equity limiting the availability of equitable remedies (whether applied in a proceeding at law or equity).

Authorization and Effect of Agreement. Sellers have all Buyer has the requisite corporate power and authority to execute and to deliver this Agreement and to perform its obligations hereunder and under all of the other agreements, certificates documents and other documents delivered or to be delivered on or after the date hereof instruments contemplated hereunder. The execution and at or prior to the Closing in connection with the transactions contemplated hereby (the "Ancillary Documents") to which each is or will be a partydelivery of this Agreement by Buyer, and to consummate the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby. The execution and delivery by Sellers of this Agreement and the Ancillary Documents to which each is or will be a party and the consummation by Sellers of the transactions contemplated hereby and thereby to be consummated by the Sellers , have been duly authorized by all necessary and no other corporate action on the part of SellersBuyer is necessary to authorize the execution and delivery of this Agreement, includingthe agreements, without limitation, all requisite approval by documents and instruments contemplated hereunder or the stockholders consummation of the Sellers pursuant to the Articles of Incorporation transactions contemplated hereby or By-Laws or other organizational documents of Sellers or otherwisethereby. This Agreement has been duly and the Ancillary Documents to which each Seller is or will be a party have been or will be, as the case may be, duly validly executed and delivered by each Seller Buyer and constitute or will constitutes, and the agreements, documents and instruments contemplated hereunder (when executed and delivered by Buyer) shall constitute, as the case may be, a valid and binding obligations agreement of SellersBuyer, enforceable against Buyer in accordance with their respective its terms, except as enforceability may be limited by subject (in each case) to applicable bankruptcy, insolvency or other reorganization, moratorium and similar Laws of general application laws affecting the enforcement of creditors' ’ rights or by and remedies generally and as to enforceability, to general principles of equity limiting equity, and assuming that this Agreement and each of the availability agreements, documents and instruments contemplated hereunder constitute the valid and binding agreements of equitable remedies (whether applied in a proceeding at law or equity)the other parties hereto and/or thereto.

Authorization and Effect of Agreement. Sellers have all Each of Seller and Parent has the requisite corporate power and authority to execute and deliver this Agreement and all of the other agreements, certificates and other documents delivered or agreements to be delivered on or after the date hereof and entered into by such party at or prior to the Closing in connection with the transactions contemplated hereby (the "Seller Ancillary Documents") to which each is or will be a party, and to consummate perform the transactions contemplated hereby and therebythereby to be performed by it. The execution and delivery by Sellers each of Seller and Parent of this Agreement and the Seller Ancillary Documents to which each is or will be a party and the consummation performance by Sellers each of them of the transactions contemplated hereby and thereby to be consummated performed by it have been, or, in the Sellers have been case of the Seller Ancillary Documents, will at the Closing be, duly authorized by all necessary corporate and shareholder action on the part of Sellers, including, without limitation, all requisite approval by the stockholders of the Sellers pursuant to the Articles of Incorporation or By-Laws or other organizational documents of Sellers or otherwiseSeller and Parent. This Agreement has been, and the Ancillary Documents to which each Seller is or Ancillary Document will be a party have been or will be, as at the case may Closing be, duly executed and delivered by duly authorized officers of each of Seller and, as applicable, Parent and, assuming the due execution and delivery of this Agreement and, as applicable, any Seller Ancillary Document, by Purchaser, this Agreement constitutes, and each Seller and constitute or Ancillary Document will at the Closing constitute, as the case may be, a valid and binding obligations obligation of SellersSeller and, as applicable, Parent, enforceable against Seller and, as applicable, Parent in accordance with their respective its terms, except as enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium, or other similar Laws of general application laws affecting the enforcement of creditors' rights or by in general and subject to general principles of equity limiting the availability (regardless of equitable remedies (whether applied such enforceability is considered in a proceeding in equity or at law or equitylaw).

Authorization and Effect of Agreement. Sellers have all Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and all of the other agreements, certificates and other documents delivered or agreements required by this Agreement to be delivered on or after the date hereof and entered into by Purchaser at or prior to the Closing in connection with under the terms hereof (the “Purchaser Ancillary Documents”) and to perform the transactions contemplated hereby (the "by this Agreement and such Purchaser Ancillary Documents") Documents to which each is or will be a party, and to consummate the transactions contemplated hereby and therebyperformed by Purchaser. The execution and delivery by Sellers Purchaser of this Agreement and the Purchaser Ancillary Documents to which each is or will be a party and the consummation performance by Sellers Purchaser of the transactions contemplated hereby by this Agreement and thereby such Purchaser Ancillary Documents to be consummated performed by the Sellers it have been or, in the case of the Purchaser Ancillary Documents, will at the Closing be, duly authorized by all necessary corporate action on the part of Sellers, including, without limitation, all requisite approval by the stockholders of the Sellers pursuant to the Articles of Incorporation or By-Laws or other organizational documents of Sellers or otherwisePurchaser. This Agreement has been, and each Purchaser Ancillary Document will at the Ancillary Documents to which each Seller is or will be a party have been or will be, as the case may Closing be, duly executed and delivered by each Seller duly authorized officers of Purchaser and, assuming the due execution and constitute or will constitutedelivery of this Agreement and, as the case may beapplicable, any Purchaser Ancillary Document, by Seller, constitutes a valid and binding obligations obligation of Sellers, Purchaser enforceable against it in accordance with their respective its terms, except as enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium, or other similar Laws of general application affecting the enforcement of creditors' ’ rights or by in general and subject to general principles of equity limiting the availability (regardless of equitable remedies (whether applied such enforceability is considered in a proceeding in equity or at law or equitylaw).

Authorization and Effect of Agreement. Sellers Seller has all requisite corporate power and Seller and the Shareholders have all requisite power and legal authority to execute and deliver this Agreement and all of the other agreements, certificates and other documents delivered Collateral Agreements to which they are or are proposed to be delivered on or after the date hereof and at or prior to the Closing in connection with the transactions contemplated hereby (the "Ancillary Documents") to which each is or will be a party, party and to consummate the transactions contemplated hereby perform their respective obligations hereunder and therebyunder any such Collateral Agreements. The execution and delivery by Sellers of this Agreement and the Ancillary Documents to which each is or will be a party Collateral Agreements by Seller and the consummation by Sellers of the transactions contemplated hereby and thereby to be consummated by the Sellers have been duly authorized by all necessary corporate action on the part of Sellers, including, without limitation, all requisite approval by the stockholders of the Sellers pursuant to the Articles of Incorporation or By-Laws or other organizational documents of Sellers or otherwise. This Agreement Shareholders and the Ancillary Documents to which each performance by Seller is or will be a party have been or will beand the Shareholders of their respective obligations hereunder and thereunder, as the case may be, duly executed and delivered the consummation by each Seller and constitute or will constitutethe Shareholders of the transactions contemplated hereby and thereby, as the case may be, have been duly authorized by its Boards of Directors and all of the shareholders of the Seller, in the case of Seller, and no other corporate or other action on the part of any of Seller or the Shareholders is necessary to authorize the execution and delivery of this Agreement and the Collateral Agreements to which they are or are proposed to be a party or the consummation of the transactions to which they are or are proposed to be a party contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Seller and the Shareholders and constitutes a legal, valid and binding obligations obligation of SellersSeller and the Shareholders, enforceable against Seller and the Shareholders in accordance with their respective its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency or other insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws of general application laws affecting the enforcement of creditors' ’ rights or by general principles of equity limiting the availability of equitable and remedies (whether applied in a proceeding at law or equity)generally.

Authorization and Effect of Agreement. Sellers have Each Seller and Parent has all requisite corporate power and authority to execute and deliver this Agreement and all of the other agreements, certificates and other documents delivered Collateral Agreements to which they are or are proposed to be delivered on or after the date hereof and at or prior to the Closing in connection with the transactions contemplated hereby (the "Ancillary Documents") to which each is or will be a party, party and to consummate the transactions contemplated hereby perform their respective obligations hereunder and therebyunder any such Collateral Agreements. The execution and delivery by Sellers of this Agreement and the Ancillary Documents to which Collateral Agreements by each is or will be a party Seller and Parent and the consummation performance by Sellers of the transactions contemplated hereby and thereby to be consummated by the Sellers have been duly authorized by all necessary corporate action on the part of Sellers, including, without limitation, all requisite approval by the stockholders of the Sellers pursuant to the Articles of Incorporation or By-Laws or other organizational documents of Sellers or otherwise. This Agreement and the Ancillary Documents to which each Seller is or will be a party have been or will beand Parent of their respective obligations hereunder and thereunder, as the case may be, and the consummation by each Seller and Parent of the transactions contemplated hereby and thereby, as the case may be, have been duly authorized by their boards of directors and no other corporate or other action on the part of any of each Seller or Parent is necessary to authorize the execution and delivery of this Agreement and the Collateral Agreements to which they are or are proposed to be a party or the consummation of the transactions to which they are or are proposed to be a party contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by each Seller and constitute or will constitute, as the case may beParent and constitutes a legal, valid and binding obligations obligation of SellersSeller and Parent, enforceable against each Seller and Parent in accordance with their respective its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency or other insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws of general application laws affecting the enforcement of creditors' ’ rights or by general principles of equity limiting the availability of equitable and remedies (whether applied in a proceeding at law or equity)generally.

Authorization and Effect of Agreement. Sellers have all Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and all of the other agreements, certificates and other documents delivered or agreements to be delivered on or after the date hereof and entered into by it at or prior to the Closing in connection with the transactions contemplated hereby pursuant hereto (the "Purchaser Ancillary Documents") to which each is or will be a party, and to consummate perform the transactions contemplated hereby and therebythereby to be performed by it. The execution and delivery by Sellers Purchaser of this Agreement and the Purchaser Ancillary Documents to which each is or will be a party and the consummation performance by Sellers it of the transactions contemplated hereby and thereby to be consummated performed by the Sellers it have been or, in the case of the Purchaser Ancillary Documents will at the Closing be, duly authorized by all necessary corporate action on the part of Sellers, including, without limitation, all requisite approval by the stockholders of the Sellers pursuant to the Articles of Incorporation or By-Laws or other organizational documents of Sellers or otherwisePurchaser. This Agreement has been, and each Purchaser Ancillary Document will at the Ancillary Documents to which each Seller is or will be a party have been or will be, as the case may Closing be, duly executed and delivered by duly authorized officers of Purchaser and, assuming the due execution and delivery of this Agreement and, as applicable, any Purchaser Ancillary Document, by Parent and Seller, this Agreement constitutes, and each Seller and constitute or Purchaser Ancillary Document will at the Closing constitute, as the case may be, a valid and binding obligations obligation of SellersPurchaser, enforceable against Purchaser in accordance with their respective its terms, except as enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium, or other similar Laws of general application laws affecting the enforcement of creditors' rights or by in general and subject to general principles of equity limiting the availability (regardless of equitable remedies (whether applied such enforceability is considered in a proceeding in equity or at law or equitylaw).

Authorization and Effect of Agreement. Sellers have all TWA has the requisite corporate power and authority (a) to execute and to deliver this Agreement and all the Collateral Agreements to which it will be a party and (b) in the event the Sale Procedures Order and the Approval Order are entered by the Bankruptcy Court, to perform its obligations hereunder and under any such Collateral Agreements. The execution and delivery by each Seller of the other agreements, certificates and other documents delivered or to be delivered on or after the date hereof and at or prior to the Closing in connection with the transactions contemplated hereby (the "Ancillary Documents") Collateral Agreements to which each is it will be a party have been (or will be a partyat the time of execution thereof) duly authorized by all necessary corporate or other organizational action on the part of such Seller. The execution and delivery of this Agreement and the Collateral Agreements by TWA, and subject to consummate clause (b) above, the performance by TWA of its obligations hereunder and thereunder and the consummation by TWA of the transactions contemplated hereby and thereby, have been duly authorized by its Board of Directors and no other corporate action on the part of TWA is necessary to authorize the execution and delivery of this Agreement, the Collateral Agreements or the consummation of the transactions contemplated hereby or thereby. The execution and delivery by Sellers each Seller of this Agreement and the Ancillary Documents Collateral Agreements to which each is or it will be a party and the consummation by Sellers of the transactions contemplated hereby and thereby to be consummated by the Sellers have been (or will be at the time of execution thereof) duly authorized by all necessary corporate or other organizational action on the part of Sellers, including, without limitation, all requisite approval by the stockholders of the Sellers pursuant to the Articles of Incorporation or By-Laws or other organizational documents of Sellers or otherwisesuch Seller. This Agreement has been duly and the Ancillary Documents to which each Seller is or will be a party have been or will be, as the case may be, duly validly executed and delivered by each Seller TWA and constitute or will constitute, as the case may be, constitutes a valid and binding obligations obligation of SellersTWA, enforceable against TWA in accordance with their respective its terms, except as enforceability may be limited by subject (a) to applicable bankruptcy, insolvency or other insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws of general application laws affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable and remedies (whether applied in a proceeding at law or equity).generally, including,

Authorization and Effect of Agreement. Sellers have Seller and Parent has all requisite corporate power and authority to execute and deliver this Agreement and all of the other agreements, certificates and other documents delivered Collateral Agreements to which they are or are proposed to be delivered on or after the date hereof and at or prior to the Closing in connection with the transactions contemplated hereby (the "Ancillary Documents") to which each is or will be a party, party and to consummate the transactions contemplated hereby perform their respective obligations hereunder and therebyunder any such Collateral Agreements. The execution and delivery by Sellers of this Agreement and the Ancillary Documents to which each is or will be a party Collateral Agreements by Seller and Parent and the consummation performance by Sellers Seller and Parent of the transactions contemplated hereby their respective obligations hereunder and thereby to be consummated by the Sellers have been duly authorized by all necessary corporate action on the part of Sellers, including, without limitation, all requisite approval by the stockholders of the Sellers pursuant to the Articles of Incorporation or By-Laws or other organizational documents of Sellers or otherwise. This Agreement and the Ancillary Documents to which each Seller is or will be a party have been or will bethereunder, as the case may be, duly executed and delivered the consummation by each Seller and constitute or will constituteParent of the transactions contemplated hereby and thereby, as the case may be, have been duly authorized by their boards of directors and no other corporate or other action on the part of any of Seller or Parent is necessary to authorize the execution and delivery of this Agreement and the Collateral Agreements to which they are or are proposed to be a party or the consummation of the transactions to which they are or are proposed to be a party contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Seller and Parent and constitutes a legal, valid and binding obligations obligation of SellersSeller and Parent, enforceable against Seller and Parent in accordance with their respective its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency or other insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws of general application laws affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable and remedies (whether applied in a proceeding at law or equity)generally.