2Authorization; Valid and Binding Agreement Sample Clauses
2Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement and the consummation of the Contemplated Transactions have been duly and validly authorized by all requisite action on the part of Buyer, and no other proceedings on Buyer’s part are necessary to authorize the execution, delivery, or performance of this Agreement. This Agreement constitutes a valid, legal, and binding agreement of Buyer (assuming that this Agreement has been duly and validly authorized, executed, and delivered by the other Parties), enforceable against Buyer in accordance with their terms, except as such enforceability may be limited by the Enforceability Exceptions.
2Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Seller and the consummation of the Contemplated Transactions have been duly and validly authorized by all requisite action on the part of Seller, and no other proceedings by Seller are necessary to authorize the execution, delivery, or performance of this Agreement. This Agreement constitutes a valid, legal, and binding agreement of Seller (assuming that this Agreement has been duly and validly authorized, executed, and delivered by the other Parties), enforceable against Seller in accordance with its respective terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting or relating to creditors’ rights generally and (b) the availability of injunctive relief and other equitable remedies (collectively, the “Enforceability Exceptions”).