Common use of Authority; Approval Clause in Contracts

Authority; Approval. Buyer and each of its Affiliates that is a party to any of the Transaction Documents has full corporate or other organizational power and authority to execute and deliver each of the Transaction Documents to which it is or will be a party, to perform its obligations thereunder and to consummate the Transaction. The execution, delivery and performance of this Agreement by Xxxxx and the consummation of the Transaction by Xxxxx has been duly and validly authorized by all necessary corporate action on the part of Buyer. The execution, delivery and performance of each of the Ancillary Agreements to which Buyer or any of its Affiliates is or will be a party has been, or at the Closing will be, duly and validly authorized by all necessary corporate or other action on the part of such Person. No vote or consent of Xxxxx’s stockholders is required to approve and authorize consummation by Xxxxx of the Transaction. This Agreement has been, and each of the Ancillary Agreements will be at Closing, duly executed and delivered by Xxxxx and, when executed and delivered by Seller and the other parties hereto and thereto, will constitute a valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; Approval. Buyer and each of its Affiliates that is a party to any of the Transaction Documents has full corporate or other organizational power and authority to execute and deliver each of the Transaction Documents to which it is or will be a party, to perform its obligations thereunder and to consummate the Transaction. The execution, delivery and performance of this Agreement by Xxxxx Buyer and the consummation of the Transaction by Xxxxx Buyer has been duly and validly authorized by all necessary corporate action on the part of Buyer. The execution, delivery and performance of each of the Ancillary Agreements to which Buyer or any of its Affiliates is or will be a party has been, or at the Closing will be, duly and validly authorized by all necessary corporate or other action on the part of such Person. No vote or consent of XxxxxBuyer’s stockholders is required to approve and authorize consummation by Xxxxx Buyer of the Transaction. This Agreement has been, and each of the Ancillary Agreements will be at Closing, duly executed and delivered by Xxxxx Buyer and, when executed and delivered by Seller and the other parties hereto and thereto, will constitute a valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; Approval. Buyer and each of its Affiliates that is a party to any of the Transaction Documents Buyer Ancillary Counterparty has full all requisite corporate or other organizational power and authority to execute and deliver each of the Transaction Documents to which it is or will shall be a party, to perform its obligations thereunder and to consummate the TransactionTransactions and the transactions contemplated by the Ancillary Agreements. The execution, delivery and performance of this Agreement by Xxxxx and the consummation of the Transaction by Xxxxx has been duly and validly authorized by all necessary corporate organizational action on the part of Buyer. The execution, delivery and performance of each of the Ancillary Agreements to which Buyer or any of its Affiliates and each Buyer Ancillary Counterparty is or will be a party has been, or at the Closing will be, duly and validly authorized by all necessary corporate or other action on the part of such Person. No vote or consent of Xxxxx’s stockholders is required to approve and authorize consummation by Xxxxx of the Transaction. This Agreement has been, and each of the Ancillary Agreements will be at Closing, duly executed and delivered by Xxxxx Buyer or the applicable Buyer Ancillary Counterparty and, when executed and delivered by Seller AT&T and the other parties hereto and thereto, will constitute a valid and binding agreement of Buyer and each such Buyer Ancillary Counterparty enforceable against Buyer in accordance with such party pursuant to its terms, subject to the Bankruptcy and Equity Exception.

Authority; Approval. Each of Buyer and each of its Affiliates that is a party to any of the Transaction Documents Buyer Ancillary Counterparties has full corporate or other organizational power and authority to execute and deliver each of the Transaction Documents to which it is or will shall be a party, to perform its obligations thereunder and to consummate the Transaction. The execution, delivery and performance of this Agreement by Xxxxx and the consummation by it of the Transaction by Xxxxx Transactions has been duly and validly authorized by all necessary corporate action on the part of Buyer. The execution, delivery and performance of each of the Ancillary Agreements to which Buyer or any of its Affiliates and each Buyer Ancillary Counterparty is or will shall be a party has been, or at the Closing will shall be, duly and validly authorized by all necessary corporate or other action on the part of such Person. No vote or consent of Xxxxx’s stockholders is required to approve Buyer and authorize consummation by Xxxxx of the Transactioneach Buyer Ancillary Counterparty. This Agreement has been, and each of the Ancillary Agreements will shall be at Closing, duly executed and delivered by Xxxxx Buyer or the applicable Buyer Ancillary Counterparty and, when executed and delivered by Seller and the other parties hereto and thereto, will shall constitute a valid and binding agreement of Buyer or such Buyer Ancillary Counterparty, enforceable against Buyer in accordance with or such Buyer Ancillary Counterparty pursuant to its terms, subject to the Bankruptcy and Equity Exception.