Common use of Authority and Enforceability Clause in Contracts

Authority and Enforceability. The Purchaser has the requisite power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser and no other action is necessary on the part of the Purchaser to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Agreements to which it is a party have been duly executed and delivered by the Purchaser. Assuming due authorization, execution and delivery by the Seller and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes the valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Purchaser Buyer has the requisite all corporate power and authority necessary to enter into this Agreement execute and each of the Ancillary Agreements to which it is a partydeliver, and to perform its obligations hereunder and thereunder and under, and, subject to the satisfaction of the closing conditions, to consummate the transactions contemplated hereby by, this Agreement and therebythe Ancillary Agreements. The execution, delivery and performance by the Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action the board of directors of Buyer, and no other corporate proceedings on the part of the Purchaser and no other action is Buyer are necessary on the part of the Purchaser to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and or thereby. This Agreement and each of the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by the Purchaser. Assuming due authorizationBuyer, execution and delivery by the Seller and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes the a valid and binding obligation agreement of the PurchaserBuyer, enforceable against the Purchaser Buyer in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws laws affecting or relating to enforcement of creditors’ rights generally and (b) or general principles of equity. At the Closing, whether the Ancillary Agreements to which Buyer is contemplated to be a party will be duly and validly executed and delivered by Buyer and will constitute a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability is considered in a proceeding in equity may be limited by applicable bankruptcy, insolvency, moratorium, or at Lawother similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity.

Authority and Enforceability. The Purchaser Seller has the requisite power legal capacity to execute and authority to enter into deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Purchaser Seller of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser Seller and no other action is necessary on the part of the Purchaser Seller to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Agreements Agreement to which it is a party have been duly executed and delivered by the PurchaserSeller. Assuming due authorization, execution and delivery by the Seller Purchaser and each other party thereto, this Agreement and each of the such Ancillary Agreements Agreement constitutes the a legal, valid and binding obligation of the PurchaserSeller, enforceable against the Purchaser Seller in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Purchaser Buyer has the requisite all corporate power and authority necessary to enter into this Agreement execute and each of the Ancillary Agreements to which it is a partydeliver, and to perform its obligations hereunder and thereunder and under, and, subject to the satisfaction of the closing conditions, to consummate the transactions contemplated hereby by, this Agreement and therebythe Ancillary Agreements. The execution, delivery and performance by the Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action the board of directors of Buyer, and no other corporate proceedings on the part of the Purchaser and no other action is Buyer are necessary on the part of the Purchaser to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and or thereby. This Agreement and each of the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by the Purchaser. Assuming due authorizationBuyer, execution and delivery by the Seller and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes the a valid and binding obligation agreement of the PurchaserBuyer, enforceable against the Purchaser Buyer in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws laws affecting or relating to enforcement of creditors’ rights generally and (b) or general principles of equity. At the Closing, whether each Ancillary Agreement to which Buyer is contemplated to be a party will be duly and validly executed and delivered by Buyer and will constitute a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability is considered in a proceeding in equity may be limited by applicable bankruptcy, insolvency, moratorium, or at Lawother similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity.

Authority and Enforceability. The Purchaser Buyer has the requisite power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Purchaser Buyer of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser Buyer and no other action is necessary on the part of the Purchaser Buyer to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Agreements to which it is a party have been duly executed and delivered by the PurchaserBuyer. Assuming due authorization, execution and delivery by the Seller Shareholders and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes the valid and binding obligation of the PurchaserBuyer, enforceable against the Purchaser Buyer in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Purchaser Such Seller has the requisite power and authority to enter into this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by the Purchaser of this Agreement and each of the Ancillary Agreements other Transaction Documents to which it such Seller is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Purchaser such Seller, and no other further action is necessary on the part of such Seller or its equityholders (including any vote of the Purchaser stockholders of US Seller, whether pursuant to applicable Law, the listing rules of any securities exchange or stock market, including the New York Stock Exchange, or otherwise) is necessary to authorize the execution and delivery of this Agreement or any Ancillary Agreement and the other Transaction Documents to which it such Seller is a party or to consummate and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and each of the Ancillary Agreements other Transaction Document to which it each Seller is a party have been will be at or prior to the Closing, duly executed and delivered by the Purchaser. Assuming such Seller, and, assuming due authorization, execution and delivery by the Seller and each other party Parties hereto or thereto, this Agreement constitutes, and each of the Ancillary Agreements constitutes the other Transaction Document to which such Seller is a party will constitute when executed and delivered, a valid and binding obligation of the Purchasersuch Seller, enforceable against the Purchaser such Seller in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws affecting or relating to creditors’ rights generally and (b) general principles the availability of equity, whether such enforceability is considered in a proceeding in equity or at Lawinjunctive relief and other equitable remedies.

Authority and Enforceability. The Purchaser Buyer has the requisite power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution, delivery and performance by the Purchaser Buyer of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser Buyer of the transactions contemplated hereby and thereby Contemplated Transactions have been duly authorized by all necessary action on the part of the Purchaser Buyer and no other action is necessary on the part of the Purchaser Buyer to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and therebyContemplated Transactions. This Agreement and each of the Ancillary Agreements to which it is a party have been duly executed and delivered by the PurchaserBuyer. Assuming due authorization, execution and delivery by the Seller Sellers and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes constitutes, the valid and binding obligation of the PurchaserBuyer, enforceable against the Purchaser Buyer in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Lawgenerally.

Authority and Enforceability. The Purchaser Buyer has the requisite power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Purchaser Buyer of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser Buyer and no other action is necessary on the part of the Purchaser Buyer to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Agreements to which it is a party have been duly executed and delivered by the PurchaserBuyer. Assuming due authorization, execution and delivery by the Seller Shareholders, Xxxxxx and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes constitutes, the valid and binding obligation of the PurchaserBuyer, enforceable against the Purchaser Buyer in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Purchaser Each of Parent and the Company has the requisite entity power and authority to enter into execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution, delivery and performance by each of Parent and the Purchaser Company of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser Parent of the transactions contemplated hereby and thereby Contemplated Transactions have been duly authorized by all necessary action on the part of each of Parent and the Purchaser Company and no other action is necessary on the part of either of Parent or the Purchaser Company to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and therebyContemplated Transactions. This Agreement and each of the Ancillary Agreements to which it is a party have been duly executed and delivered by Parent and the PurchaserCompany. Assuming due authorization, execution and delivery by the Seller Buyer and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes the a legal, valid and binding obligation of each of Parent and the PurchaserCompany, enforceable against the Purchaser Parent in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Purchaser Buyer has the requisite all corporate power and authority necessary to enter into this Agreement execute and each of the Ancillary Agreements to which it is a partydeliver, and to perform its obligations hereunder and thereunder and under, and, subject to the satisfaction of the closing conditions, to consummate the transactions contemplated hereby by, this Agreement and therebythe Ancillary Agreements. The execution, delivery and performance by the Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action the board of directors of Buyer, and no other corporate proceedings on the part of the Purchaser and no other action is Buyer are necessary on the part of the Purchaser to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and or thereby. This Agreement and each of the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by the Purchaser. Assuming due authorizationXxxxx, execution and delivery by the Seller and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes the a valid and binding obligation agreement of the PurchaserBuyer, enforceable against the Purchaser Buyer in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws laws affecting or relating to enforcement of creditors’ rights generally and (b) or general principles of equity. At the Closing, whether each Ancillary Agreement to which Xxxxx is contemplated to be a party will be duly and validly executed and delivered by Buyer and will constitute a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability is considered in a proceeding in equity may be limited by applicable bankruptcy, insolvency, moratorium, or at Lawother similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity.

Authority and Enforceability. The Purchaser Seller has the requisite power and authority authority, and, in the case of any Seller that is an individual, the requisite legal capacity, to enter into execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Acquisition and the other transactions contemplated hereby and thereby. The execution, delivery and performance by the Purchaser Seller of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser Seller of the Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser such Seller and no other action is necessary on the part of the Purchaser such Seller to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the Acquisition or the other transactions contemplated hereby and or thereby. This Agreement and each of the Ancillary Agreements to which it is a party have has been duly executed and delivered by the Purchaser. Assuming Seller and, assuming the due authorization, execution and delivery by the Seller and each other party theretohereto, this Agreement and each of the Ancillary Agreements constitutes the a legal, valid and binding obligation of the PurchaserSeller, enforceable against the Purchaser such Seller in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Purchaser Buyer has the requisite power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution, delivery and performance by the Purchaser Buyer of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser Buyer of the transactions contemplated hereby and thereby Contemplated Transactions have been duly authorized by all necessary action on the part of the Purchaser Buyer and no other action is necessary on the part of the Purchaser Buyer to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and therebyContemplated Transactions. This Agreement and each of the Ancillary Agreements to which it is a party have been duly executed and delivered by the PurchaserBuyer. Assuming due authorization, execution and delivery by the Seller Sellers and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes constitutes, the valid and binding obligation of the PurchaserBuyer, enforceable against the Purchaser Buyer in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Purchaser Such Seller has the requisite entity power and authority authority, and, in the case of any Seller that is an individual, the requisite legal capacity, to enter into execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution, delivery and performance by the Purchaser such Seller of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser such Seller of the transactions contemplated hereby and thereby Contemplated Transactions have been duly authorized by all necessary action on the part of the Purchaser such Seller and no other action is necessary on the part of the Purchaser such Seller to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby Contemplated Transactions. Assuming due authorization, execution and thereby. This delivery by the Buyer, this Agreement and each of the Ancillary Agreements Agreement to which it is a party have been duly executed and delivered by the Purchasersuch Seller. Assuming due authorization, execution and delivery by the Seller and each other party thereto, this This Agreement and each of the Ancillary Agreements to which such Seller is a party constitutes the a legal, valid and binding obligation of the Purchasersuch Seller, enforceable against the Purchaser such Seller in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Lawgenerally.