Common use of Authority; Binding Effect Clause in Contracts

Authority; Binding Effect. Each of the Seller and the Subsidiary Seller Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder. The execution and delivery by each of the Seller Parties of this Agreement and the other Transaction Documents to which it is party, and the performance of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate, entity or other action. This Agreement has been duly and validly executed and delivered by each of the Seller Parties and, assuming the due authorization, execution and delivery by the Purchaser and each Management Holdco, this Agreement constitutes a legal, valid and binding obligation of each of the Seller Parties, enforceable against each of the Seller Parties in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The Transaction Documents, when executed and delivered by each of the Seller Parties that is party to the Transaction Documents, assuming due execution and delivery hereof by the Purchaser, shall constitute valid and binding obligations of each of the Seller Parties party to the Transaction Documents and are enforceable against each of the Seller Parties party to the Transaction Documents in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or reorganization Laws.

Authority; Binding Effect. Each of the Seller and the Subsidiary Seller Parties The Purchaser has all requisite corporate or entity power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder. The execution and delivery by each of the Seller Parties Purchaser of this Agreement and the other Transaction Documents to which it is partyDocuments, and the performance by the Purchaser of its respective obligations hereunder and thereunder, have been duly authorized by all requisite corporate, entity or action on the part of the Purchaser. The Purchaser has duly executed this Agreement and each of the other actionTransaction Documents to which it is a party. This Agreement has been duly and validly executed and delivered by each of the Seller Parties Purchaser and, assuming the due authorization, execution and delivery by the Purchaser and each Management Holdco, the Seller and each of the other Seller Parties, this Agreement constitutes a legal, valid and binding obligation of each of the Seller PartiesPurchaser, enforceable against each of the Seller Parties Purchaser in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The Transaction Documents, when executed and delivered by each of the Seller Parties that is party to the Transaction DocumentsPurchaser, assuming due execution and delivery hereof by each of the Purchaserother parties hereto and thereto, shall constitute valid and binding obligations of each of the Seller Parties party to the Transaction Documents and are Purchaser enforceable against each of the Seller Parties party to the Transaction Documents Purchaser in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or reorganization Laws.

Authority; Binding Effect. Each of the Seller and the Subsidiary Seller Parties Such Management Holdco has all requisite corporate or entity power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by each of the Seller Parties such Management Holdco of this Agreement and the other Transaction Documents to which it is a party, and the performance by Management Holdco of its respective obligations hereunder and thereunder, have been duly authorized by all requisite corporate, entity or action on the part of such Management Holdco. Such Management Holdco has duly executed this Agreement and each of the other actionTransaction Documents to which it is a party. This Agreement has been duly and validly executed and delivered by each of the Seller Parties such Management Holdco and, assuming the due authorization, execution and delivery by the Purchaser Purchaser, the Seller and each Management Holdcoof the other Seller Parties, this Agreement constitutes a legal, valid and binding obligation of each of the Seller Partiessuch Management Holdco, enforceable against each of the Seller Parties such Management Holdco in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The Transaction DocumentsDocuments to which such Management Holdco is a party, when executed and delivered by each of the Seller Parties that is party to the Transaction Documentssuch Management Holdco, assuming due execution and delivery hereof by each of the Purchaserother parties hereto and thereto, shall constitute valid and binding obligations of each of the Seller Parties party to the Transaction Documents and are such Management Holdco enforceable against each of the Seller Parties party to the Transaction Documents such Management Holdco in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or reorganization Laws.

Authority; Binding Effect. Each of the Seller and the Subsidiary Seller Parties Such Founder Holdco has all requisite corporate or entity power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by each of the Seller Parties such Founder Holdco of this Agreement and the other Transaction Documents to which it is a party, and the performance by such Founder Holdco of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate, entity or action on the part of such Founder Holdco. Such Founder Holdco has duly executed this Agreement and each of the other actionTransaction Documents to which it is a party. This Agreement has been duly and validly executed and delivered by each of the Seller Parties such Founder Holdco and, assuming the due authorization, execution and delivery by each of the Purchaser and each Management Holdcoother Parties hereto, this Agreement constitutes a legal, valid and binding obligation of each of the Seller Partiessuch Founder Holdco, enforceable against each of the Seller Parties such Founder Holdco in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The Transaction DocumentsDocuments to which such Founder Holdco is a party, when executed and delivered by each of the Seller Parties that is party to the Transaction Documentssuch Founder Holdco, assuming due execution and delivery hereof by each of the Purchaserother parties hereto and thereto, shall constitute valid and binding obligations of each of the Seller Parties party to the Transaction Documents and are such Founder Holdco enforceable against each of the Seller Parties party to the Transaction Documents such Founder Holdco in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or reorganization Laws.

Authority; Binding Effect. (a) Each of the Seller and the Subsidiary Seller Parties has all requisite full power and, subject to obtaining any consents required hereunder, authority (including full corporate or other entity power and authority authority) to execute and deliver enter into this Agreement and the other Transaction Documents Ancillary Agreements to which it is party a party, to consummate the Transactions and to perform its obligations hereunder under this Agreement and thereunder. the Ancillary Agreements to which it is a party. (b) The execution execution, delivery and delivery by each of the Seller Parties performance of this Agreement and the Ancillary Agreements by Sellers are within their respective corporate, limited liability company or partnership rights, powers and authority and such actions have been approved by each Seller’s board of directors, managers or general partners (as the case may be), and no other Transaction Documents proceedings on the part of Sellers will be necessary to which it is party, authorize the execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Sellers of the Transactions and the performance of its their obligations hereunder under this Agreement and thereunder, have been duly authorized by all requisite corporate, entity or other actionthe Ancillary Agreements to which they are parties. This Agreement has been been, and the Ancillary Agreements to which the Sellers are parties when executed and delivered will be, duly and validly executed and delivered by each of the Seller Parties andSellers. This Agreement is, and the Ancillary Agreements to which the Sellers are parties when executed and delivered will be (assuming the due authorization, execution and delivery of each by Buyers), the Purchaser and each Management Holdco, this Agreement constitutes a legal, valid and legally binding obligation agreement of each of the Seller PartiesSeller, enforceable against each of the such Seller Parties in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The Transaction Documents, when executed and delivered by each of the Seller Parties that is party to the Transaction Documents, assuming due execution and delivery hereof by the Purchaser, shall constitute valid and binding obligations of each of the Seller Parties party to the Transaction Documents and are enforceable against each of the Seller Parties party to the Transaction Documents in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or reorganization Lawsother similar laws affecting creditors’ rights generally and the effects of general principles of equity.

Authority; Binding Effect. Each of the Seller and the Subsidiary Seller JD Group Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder. The execution and delivery by each of the Seller JD Group Parties of this Agreement and the other Transaction Documents to which it is party, and the performance of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate, entity or other action. This Agreement has been duly and validly executed and delivered by each of the Seller JD Group Parties and, assuming the due authorization, execution and delivery by each of the Purchaser and each Management Holdcoother Parties hereto, this Agreement constitutes a legal, valid and binding obligation of each of the Seller JD Group Parties, enforceable against each of the Seller JD Group Parties in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The Transaction Documents, when executed and delivered by each of the Seller JD Group Parties that is party to the Transaction Documents, assuming due execution and delivery hereof by each of the Purchaserother parties hereto and thereto, shall constitute valid and binding obligations of each of the Seller JD Group Parties party to the Transaction Documents and are enforceable against each of the Seller JD Group Parties party to the Transaction Documents in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or reorganization Laws.

Authority; Binding Effect. (a) Each of the Seller and the Subsidiary Seller Parties Buyer Party has all requisite full power and, subject to obtaining any consents required hereunder, authority (including full corporate or other entity power and authority authority) to execute and deliver enter into this Agreement and the other Transaction Documents Ancillary Agreements to which it is party a party, to consummate the Transactions and to perform its obligations hereunder under this Agreement and thereunder. the Ancillary Agreements to which it is a party. (b) The execution execution, delivery and delivery by each of the Seller Parties performance of this Agreement and the Ancillary Agreements by each Buyer Party is within its corporate rights, powers and authority and such actions have been approved by such Buyer Party’s board of directors, and no other Transaction Documents proceedings on the part of such Buyer Party will be necessary to which it is party, authorize the execution and delivery of this Agreement and the Ancillary Agreements or the consummation by such Buyer Party of the Transactions and the performance of its obligations hereunder under this Agreement and thereunder, have been duly authorized by all requisite corporate, entity or other actionthe Ancillary Agreements to which it is a party. This Agreement has been duly is, and validly the Ancillary Agreements to which each Buyer Party is a party when executed and delivered by each of the Seller Parties and, will be (assuming the due authorization, execution and delivery by the Purchaser and each Management Holdco, this Agreement constitutes a legal, valid and binding obligation of each of by the Seller Parties), the valid and legally binding agreement of such Buyer Party, enforceable against each of the Seller Parties in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The Transaction Documents, when executed and delivered by each of the Seller Parties that is party to the Transaction Documents, assuming due execution and delivery hereof by the Purchaser, shall constitute valid and binding obligations of each of the Seller Parties party to the Transaction Documents and are enforceable against each of the Seller Parties party to the Transaction Documents Buyer Party in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or reorganization Lawsother similar laws affecting creditors’ rights generally and the effects of general principles of equity.

Authority; Binding Effect. (a) Each of the Seller and the Subsidiary Seller Parties Buyer Party has all requisite full power and, subject to obtaining any consents required hereunder, authority (including full corporate or other entity power and authority authority) to execute and deliver enter into this Agreement and the other Transaction Documents Ancillary Agreements to which it is party a party, to consummate the Transactions and to perform its obligations hereunder under this Agreement and thereunder. the Ancillary Agreements to which it is a party. (b) The execution execution, delivery and delivery by each of the Seller Parties performance of this Agreement and the Ancillary Agreements by each Buyer Party is within its corporate rights, powers and authority and such actions have been approved by such Buyer Party’s board of directors, and no other Transaction Documents proceedings on the part of such Buyer Party will be necessary to which it is party, authorize the execution and delivery of this Agreement and the Ancillary Agreements or the consummation by such Buyer Party of the Transactions and the performance of its obligations hereunder under this Agreement and thereunder, have been duly authorized by all requisite corporate, entity or other actionthe Ancillary Agreements to which it is a party. This Agreement has been duly is, and validly the Ancillary Agreements to which such Buyer Party is a party when executed and delivered by each of the Seller Parties and, will be (assuming the due authorization, execution and delivery by the Purchaser and each Management Holdco, this Agreement constitutes a legal, valid and binding obligation of each of by the Seller Parties), the valid and legally binding agreement of such Buyer Party, enforceable against each of the Seller Parties in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). The Transaction Documents, when executed and delivered by each of the Seller Parties that is party to the Transaction Documents, assuming due execution and delivery hereof by the Purchaser, shall constitute valid and binding obligations of each of the Seller Parties party to the Transaction Documents and are enforceable against each of the Seller Parties party to the Transaction Documents Buyer Party in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or reorganization Lawsother similar laws affecting creditors' rights generally and the effects of general principles of equity.

Authority; Binding Effect. Each of the Seller and the Subsidiary Seller Parties has all requisite full corporate or entity power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is party and a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by each of the Seller Parties of this Agreement Agreement, the Reorganization and each of the other Transaction Documents to which it is a party, and the performance consummation of its obligations hereunder the transactions contemplated hereby and thereunderthereby, have has been duly and validly authorized by all requisite corporate, entity each Seller and no additional corporate authorization or other actionconsent by either Seller is required in connection therewith. This Agreement has been duly and validly executed and delivered by each of the Seller Parties and, assuming the due authorizationauthority, execution and delivery by the Purchaser Xxxxx, constitutes, and each Management Holdcoof the other Transaction Documents to which a Seller is a party will be duly and validly executed and delivered by such Seller, this Agreement constitutes and when so executed and delivered by the other parties thereto (assuming the due authority, execution and delivery by such other parties) shall constitute, a legal, valid and legally binding obligation of each of such Seller (to the Seller Partiesextent a party thereto), enforceable against each of such Seller (to the Seller Parties extent a party thereto) in accordance with its terms (their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transferconveyance, reorganization, or moratorium and Laws, other similar Laws affecting creditors’ rights and general principles of general applicability relating to equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or affecting creditor’s rights, and to general equitable principlesin equity). The Transaction Documents, when executed and delivered by each of the Seller Parties that is party to the Transaction Documents, assuming due execution and delivery hereof by the Purchaser, shall constitute valid and binding obligations of each of the Seller Parties party to the Transaction Documents and are enforceable against each of the Seller Parties party to the Transaction Documents in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or reorganization Laws.