Common use of Authority; Binding Effect Clause in Contracts

Authority; Binding Effect. The Purchaser has all requisite power and authority to execute and deliver this Agreement and the other Transaction Documents and to perform its obligations hereunder and thereunder. The execution and delivery by the Purchaser of this Agreement and the other Transaction Documents, and the performance by the Purchaser of its respective obligations hereunder and thereunder, have been duly authorized by all requisite action on the part of the Purchaser. The Purchaser has duly executed this Agreement and each of the other Transaction Documents to which it is a party. This Agreement has been duly and validly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery by each Management Holdco, the Seller and each of the other Seller Parties, this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the 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 the Purchaser, assuming due execution and delivery hereof by each of the other parties hereto and thereto, shall constitute valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or reorganization Laws.

Authority; Binding Effect. The Purchaser 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 Purchaser Seller Parties of this Agreement and the other Transaction DocumentsDocuments to which it is party, and the performance by the Purchaser of its respective obligations hereunder and thereunder, have been duly authorized by all requisite action on the part of the Purchaser. The Purchaser has duly executed this Agreement and each of the corporate, entity or other Transaction Documents to which it is a partyaction. This Agreement has been duly and validly executed and delivered by each of the Purchaser Seller Parties 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 PurchaserSeller Parties, enforceable against each of the Purchaser 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 PurchaserSeller Parties that is party to the Transaction Documents, assuming due execution and delivery hereof by each of the other parties hereto and theretoPurchaser, shall constitute valid and binding obligations of each of the Purchaser Seller Parties party to the Transaction Documents and are enforceable against each of the Purchaser 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. The Purchaser Suqian Limao has all requisite power and authority to execute and deliver this Agreement and the other Transaction Documents and to perform its obligations hereunder and thereunder. The execution and delivery by the Purchaser Suqian Limao of this Agreement and the other Transaction Documents, and the performance by the Purchaser Suqian Limao of its respective obligations hereunder and thereunder, have been duly authorized by all requisite action on the part of the PurchaserSuqian Limao. The Purchaser Suqian Limao has duly executed this Agreement and each of the other Transaction Documents to which it is a party. This Agreement has been duly and validly executed and delivered by the Purchaser Suqian Limao and, assuming the due authorization, execution and delivery by each Management Holdco, the Seller and each of the other Seller PartiesParties hereto, this Agreement constitutes a legal, valid and binding obligation of the PurchaserSuqian Limao, enforceable against the Purchaser Suqian Limao 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 the PurchaserSuqian Limao, assuming due execution and delivery hereof by each of the other parties hereto and thereto, shall constitute valid and binding obligations of the Purchaser Suqian Limao enforceable against the Purchaser Suqian Limao in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or reorganization Laws.

Authority; Binding Effect. The (a) Purchaser has all requisite power and authority to own and operate its properties and assets, to carry on its business as it is now being conducted and to execute and deliver this Agreement and the other Transaction Documents Documents, and to perform its obligations hereunder and thereundercarry out or cause to be carried out, the Transactions. The execution and delivery by the Purchaser of this Agreement and the other Transaction Documents, and the performance by the Purchaser of its respective obligations hereunder and thereunder, have been duly authorized by all requisite corporate action on the part of the Purchaser. The No approval of Purchaser’s equity interest holders is necessary for Purchaser has duly executed to execute and deliver this Agreement and each of or any related agreements or perform the other Transaction Documents to which it is a party. Transactions. (b) This Agreement has been duly and validly executed and delivered by the Purchaser and, assuming the due authorization, valid execution and delivery by each Management HoldcoSeller, the Seller and each of the other Seller Parties, this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law). (c) Each of the Transaction Documents has been duly authorized by all necessary action on the part of Purchaser and has been, or will be at the Closing, duly executed and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes or will constitute a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium and other or similar Laws laws affecting creditors’ rights generally or by general principles of general applicability relating to equity (regardless of whether enforcement is sought in a proceeding in equity or affecting creditor’s rights, and to general equitable principleslaw). The Transaction Documents, when executed and delivered by the Purchaser, assuming due execution and delivery hereof by each of the other parties hereto and thereto, shall constitute valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or reorganization Laws.

Authority; Binding Effect. The Purchaser Each Buyer has the corporate or limited partnership power and authority, and all Permits required by any Governmental Entities or other authorities, to own, lease and operate its assets and property and to carry on its business as now being conducted, except as would not reasonably be expected to prohibit, impede or materially delay the consummation of the Transactions by Buyers in accordance with this Agreement (a “Buyer Material Adverse Effect”). Each Buyer has the requisite power and authority to execute execute, deliver and deliver perform this Agreement Agreement, the Ancillary Agreements and the other Transaction Documents and documents required to perform its obligations hereunder and thereunderbe executed by it pursuant to this Agreement. The execution and delivery by This Agreement, the Purchaser of this Agreement and the other Transaction Documents, and the performance by the Purchaser of its respective obligations hereunder and thereunder, have been duly authorized by all requisite action on the part of the Purchaser. The Purchaser has duly executed this Agreement Ancillary Agreements and each of the other Transaction Documents documents to which it is a party. This be executed in connection with this Agreement has have been duly and validly authorized, executed and delivered by the Purchaser and(or when executed, assuming the due authorization, execution will be duly executed and delivery delivered) by each Management HoldcoBuyer and no other proceedings on the part of any Buyer (or its affiliates, directors or shareholders) are necessary to authorize, consummate and perform this Agreement, the Seller and each of Ancillary Agreements, the other Seller Parties, this Agreement constitutes a documents to be executed in connection herewith or the Transactions. Assuming they constitute the legal, valid and binding obligation of each Seller, this Agreement, the PurchaserAncillary Agreements and the other documents executed or to be executed in connection with this Agreement are, or when executed and delivered will be, the legal, valid and binding obligations of each Buyer enforceable against the Purchaser in accordance with its terms (their terms, except as such enforceability may be (a) limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other or similar Laws of general applicability relating to or affecting creditor’s rights, and (b) subject to general equitable principles). The Transaction Documents, when executed and delivered by the Purchaser, assuming due execution and delivery hereof by each principles of the other parties hereto and thereto, shall constitute valid and binding obligations equity (regardless of the Purchaser enforceable against the Purchaser in accordance with their respective terms, except as whether such enforcement may be limited by applicable bankruptcy, insolvency is considered in a proceeding in equity or reorganization Lawsat law).

Authority; Binding Effect. The (a) Purchaser has all requisite power and authority to own and operate its properties and assets, to carry on its business as it is now being conducted and to execute and deliver this Agreement and the other Transaction Documents Ancillary Agreements, and to perform its obligations hereunder and thereundercarry out or cause to be carried out, the Transactions. The execution and delivery by the Purchaser of this Agreement and the other Transaction DocumentsAncillary Agreements, and the performance by the Purchaser of its respective obligations hereunder and thereunder, have been duly authorized by all requisite corporate action on the part of the Purchaser. The No approval of Purchaser’s equity interest holders is necessary for Purchaser has duly executed to execute and deliver this Agreement and each of or any related agreements or perform the other Transaction Documents to which it is a party. Transactions. (b) This Agreement has been duly and validly executed and delivered by the Purchaser and, assuming the due authorization, valid execution and delivery by each Management HoldcoSeller, the Seller and each of the other Seller Parties, this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law). (c) Each of the Ancillary Agreements has been duly authorized by all necessary action on the part of Purchaser and has been, or will be at the Closing, duly executed and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes or will constitute a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium and other or similar Laws laws affecting creditors’ rights generally or by general principles of general applicability relating to equity (regardless of whether enforcement is sought in a proceeding in equity or affecting creditor’s rights, and to general equitable principleslaw). The Transaction Documents, when executed and delivered by the Purchaser, assuming due execution and delivery hereof by each of the other parties hereto and thereto, shall constitute valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or reorganization Laws.

Authority; Binding Effect. The (a) Each Purchaser has all requisite corporate power and authority to own and operate its respective properties and assets, to carry on its business as it is now being conducted and to execute and deliver this Agreement and the other Transaction Documents Ancillary Agreements and to perform its obligations hereunder and thereunder. The execution and delivery by the such Purchaser of this Agreement and the other Transaction Documents, Ancillary Agreements and the performance by the such Purchaser of its respective obligations hereunder and thereunder, thereunder have been duly authorized by all requisite corporate action on the part of such Purchaser, including any requisite resolution duly adopted and not subsequently rescinded or modified in any way by the Purchaser. The boards of directors of such Purchaser has duly executed approving the execution, delivery and performance of this Agreement and all Ancillary Agreements by such Purchaser. No approval of such Purchaser's respective shareholders is necessary for such Purchaser to execute and deliver this Agreement or any Ancillary Agreements or perform the transactions contemplated hereby or thereby. (b) This Agreement has been, and on the Closing Date each of the other Transaction Documents to which it is a party. This Agreement has been Ancillary Agreements will be, duly and validly executed and delivered by the such Purchaser and, assuming the due authorization, valid execution and delivery by each Management HoldcoSeller, the Seller and each of the other Seller Parties, this Agreement constitutes a legal, valid and binding obligation of the such Purchaser, enforceable against the such Purchaser in accordance with its terms (terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium and other or similar Laws laws affecting creditors' rights generally or by general principles of general applicability relating to equity (regardless of whether enforcement is sought in a proceeding in equity or affecting creditor’s rights, and to general equitable principleslaw). The Transaction Documents, when executed and delivered by the Purchaser, assuming due execution and delivery hereof by each of the other parties hereto and thereto, shall constitute valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or reorganization Laws.