Common use of Authority and Validity of Agreement Clause in Contracts

Authority and Validity of Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Boards of Directors of Parent and Acquiring Sub and by Parent as the sole shareholder of Acquiring Sub, and no other corporate proceedings on the part of Parent or Acquiring Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed by each of Parent and Acquiring Sub and constitutes valid and binding obligations of Parent and Acquiring Sub, enforceable against each of them in accordance with their terms, subject to the Enforceability Exceptions.

Authority and Validity of Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Boards of Directors of Parent and Acquiring Sub Subs and by Parent as the sole shareholder of Acquiring SubSubs, and no other corporate proceedings on the part of Parent or either of the Acquiring Sub Subs are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed by each of Parent and Acquiring Sub Subs and constitutes valid and binding obligations of Parent and each of the Acquiring SubSubs, enforceable against each of them in accordance with their terms, subject to the Enforceability Exceptions.