Common use of Authority and Binding Obligations Clause in Contracts

Authority and Binding Obligations. Seller has the power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, as applicable. The execution, delivery and performance of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite action by or on behalf of Seller. This Agreement and the Related Agreements to which it is a party have been duly executed and delivered by Seller and, assuming that this Agreement and the Related Agreements to which it is a party have been duly authorized, executed and delivered by Buyer and Company, as applicable, this Agreement and the Related Agreements to which it is a party constitute valid and binding agreements of Seller enforceable against Seller in accordance with their respective terms, except that (a) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (b) enforcement of this Agreement and Related Agreements, including the remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority and Binding Obligations. Seller The Company has the power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, as applicable. The execution, delivery and performance of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action by or on behalf the part of Sellerthe Company. This Agreement and the Related Agreements to which it the Company is a party have been duly executed and delivered by Seller the Company and, assuming that this Agreement and the Related Agreements to which it the Company is a party have been duly authorized, executed and delivered by Buyer and Companythe other parties thereto, as applicable, this Agreement and the Related Agreements to which it is a party constitute valid and binding agreements of Seller the Company enforceable against Seller the Company in accordance with their respective terms, except that (a) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (b) enforcement of this Agreement and the Related Agreements, including the remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority and Binding Obligations. Seller Buyer has the power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, as applicable. The execution, delivery and performance of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action by or on behalf the part of SellerBuyer. This Agreement and the Related Agreements to which it is a party have been duly executed and delivered -37- by Seller Buyer and, assuming that this Agreement and the Related Agreements to which it is a party have been duly authorized, executed and delivered by Buyer Sellers and Company, as applicable, this Agreement and the Related Agreements to which it is a party constitute valid and binding agreements of Seller Buyer enforceable against Seller Buyer in accordance with their respective terms, except that (a) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (b) enforcement of this Agreement and Related Agreements, including the remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority and Binding Obligations. Seller Buyer has the power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, as applicable. The execution, delivery and performance of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action by or on behalf the part of SellerBuyer. This Agreement and the Related Agreements to which it is a party have been duly executed and delivered by Seller Buyer and, assuming that this Agreement and the Related Agreements to which it is a party have been duly authorized, executed and delivered by Buyer Sellers and Company, as applicable, this Agreement and the Related Agreements to which it is a party constitute valid and binding agreements of Seller Buyer enforceable against Seller Buyer in accordance with their respective terms, except that (a) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (b) enforcement of this Agreement and Related Agreements, including the remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.