Common use of AUTHORITY APPROVALS Clause in Contracts

AUTHORITY APPROVALS. Buyer has all necessary limited liability company power and authority to execute and deliver this Agreement and the Ancillary Documents to which Buyer is or will be a party, and to complete the transactions contemplated by this Agreement. Buyer has taken all action required by Law, Buyer’s Governing Documents and otherwise to authorize Buyer’s execution and delivery of this Agreement and the Ancillary Documents to which Buyer is or will be a party and the performance of Buyer’s obligations hereunder and thereunder. No other limited liability company proceeding or action on the part of Buyer is necessary to approve and authorize Buyer’s execution and delivery of this Agreement or any of the Ancillary Documents to which Buyer is or will be a party or the performance of its obligations hereunder or thereunder. Buyer has duly and validly executed and delivered this Agreement, and the Ancillary Documents to be executed and delivered by Buyer will at the Closing be duly executed and delivered by Buyer. Assuming the due authorization, execution and delivery of this Agreement by Parent and Seller, this Agreement constitutes, and at the Closing each Ancillary Document to be executed and delivered by Buyer, assuming the due authorization, execution and delivery by Seller and/or Parent, as applicable, of each such Ancillary Document to which Seller or Parent is or will be a party, will constitute, the legal and valid binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

AUTHORITY APPROVALS. Buyer has Seller and Parent each have all necessary limited liability company or corporate power and authority to execute and deliver this Agreement and the Ancillary Documents to which Buyer Seller and/or Parent is or will be a party, and to complete the transactions contemplated by this Agreement. Buyer has Seller and Parent have taken all action required by Law, BuyerSeller’s Governing Documents and otherwise to authorize BuyerSeller’s and Parent’s execution and delivery of this Agreement and the Ancillary Documents to which Buyer Seller or Parent is or will be a party and the performance of BuyerSeller’s and Parent’s obligations hereunder and thereunder. No other limited liability company or corporate proceeding or action on the part of Buyer Seller or Parent is necessary to approve and authorize BuyerSeller’s or Parent’s execution and delivery of this Agreement or any of the Ancillary Documents to which Buyer Seller or Parent is or will be a party or the performance of its obligations hereunder or thereunder. Buyer has Seller and Parent have each duly and validly executed and delivered this Agreement, and the Ancillary Documents to be executed and delivered by Buyer Seller and/or Parent will at the Closing be duly executed and delivered by BuyerSeller and/or Parent, as applicable. Assuming the due authorization, execution and delivery of this Agreement by Parent and SellerBuyer, this Agreement constitutes, and at the Closing each Ancillary Document to be executed and delivered by BuyerSeller and/or Parent, assuming the due authorization, execution and delivery by Seller and/or Parent, as applicable, Buyer of each such Ancillary Document to which Seller or Parent Buyer is or will be a party, will constitute, the legal and valid binding obligation of Buyer Seller and/or Parent, as applicable, enforceable against Buyer Seller and/or Buyer, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).