Common use of Authority; Binding Nature of Agreements Clause in Contracts

Authority; Binding Nature of Agreements. (a) The Seller has the absolute and unrestricted right, power and authority to enter into and to perform its obligations under each of the Transactional Agreements to which it is or may become a party; and Sole Member certifies that as the Sole Member of Seller he hereby authorizes the execution, delivery and performance by the Seller of the Transactional Agreements to which it is or may become a party. This Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms. Upon the execution of each of the other Transactional Agreements at the Closing, each of such other Transactional Agreements to which the Seller is a party will constitute the legal, valid and binding obligation of the Seller and will be enforceable against the Seller in accordance with its terms. (b) The Sole Member has the absolute and unrestricted right, power and capacity to enter into and to perform his obligations under each of the Transactional Agreements to which he is or may become a party. This Agreement constitutes the legal, valid and binding obligation of the Sole Member enforceable against the Sole Member and Seller in accordance with its terms. Upon the execution of each of the other Transactional Agreements at the Closing, each of such other Transactional Agreements to which the Sole Member and Seller is a party will constitute the legal, valid and binding obligation the Sole Member and will be enforceable against the Sole Member and Seller in accordance with its terms.

Authority; Binding Nature of Agreements. (a) The Seller has the absolute and unrestricted right, power and authority to enter into and to perform its obligations under each of the Transactional Agreements to which it is or may become a party; and Sole Member certifies that as the Sole Member of Seller he hereby authorizes the execution, delivery and performance by the Seller of the Transactional Agreements to which it is or may become a partyparty have been duly authorized by all necessary action on the part of the Seller and its members, manager and officers. This Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms. Upon the execution of each of the other Transactional Agreements at the Closing, each of such other Transactional Agreements to which the Seller is a party will constitute the legal, valid and binding obligation of the Seller and will be enforceable against the Seller in accordance with its terms. (b) The Sole Managing Member has the absolute and unrestricted right, power and capacity to enter into and to perform his obligations under each of the Transactional Agreements to which he is or may become a party. This Agreement constitutes the legal, valid and binding obligation of the Sole Member Managing Member, enforceable against the Sole Managing Member and Seller in accordance with its terms. Upon the execution of each of the other Transactional Agreements at the Closing, each of such other Transactional Agreements to which the Sole Managing Member and Seller is a party will constitute the legal, valid and binding obligation the Sole Managing Member and will be enforceable against the Sole Managing Member and Seller in accordance with its terms.

Authority; Binding Nature of Agreements. (a) The Seller has the absolute and unrestricted right, power and authority to enter into and to perform its obligations under each of the Transactional Agreements to which it is or may become a party; and Sole Member certifies Shareholders certify that as the Sole Member Shareholders of Seller he they hereby authorizes the execution, delivery and performance by the Seller of the Transactional Agreements to which it is or may become a party. This Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms. Upon the execution of each of the other Transactional Agreements at the Closing, each of such other Transactional Agreements to which the Seller is a party will constitute the legal, valid and binding obligation of the Seller and will be enforceable against the Seller in accordance with its terms. (b) The Sole Member has Shareholders have the absolute and unrestricted right, power and capacity to enter into and to perform his their obligations under each of the Transactional Agreements to which he is they are or may become a party. This Agreement constitutes the legal, valid and binding obligation of the Sole Member Shareholders enforceable against the Sole Member Shareholders and Seller in accordance with its terms. Upon the execution of each of the other Transactional Agreements at the Closing, each of such other Transactional Agreements to which the Sole Member Shareholders and Seller is are a party will constitute the legal, valid and binding obligation of the Sole Member Shareholders and will be enforceable against the Sole Member Shareholders and Seller in accordance with its terms.

Authority; Binding Nature of Agreements. (a) The Seller has the absolute and unrestricted right, power and authority to enter into and to perform its obligations under each of the Transactional Agreements to which it is or may become a party; and Sole Member certifies that as the Sole Member of Seller he hereby authorizes the execution, delivery and performance by the Seller of the Transactional Agreements to which it is or may become a partyparty have been duly authorized by all necessary action on the part of the Seller and its members, manager and officers. This Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms. Upon the execution of each of the other Transactional Agreements at the Closing, each of such other Transactional Agreements to which the Seller is a party will constitute the legal, valid and binding obligation of the Seller and will be enforceable against the Seller in accordance with its terms. (b) The Sole Member Shareholder has the absolute and unrestricted right, power and capacity to enter into and to perform his obligations under each of the Transactional Agreements to which he is or may become a party. This Agreement constitutes the legal, valid and binding obligation of the Sole Member Shareholder enforceable against the Sole Member Shareholder and Seller in accordance with its terms. Upon the execution of each of the other Transactional Agreements at the Closing, each of such other Transactional Agreements to which the Sole Member Shareholder and Seller is a party will constitute the legal, valid and binding obligation the Sole Member Shareholder and will be enforceable against the Sole Member Shareholder and Seller in accordance with its terms.

Authority; Binding Nature of Agreements. (a) The Seller a. Deltco has the absolute and unrestricted right, power and authority to enter into and to perform its obligations under this Agreement; and the execution, delivery and performance of Deltco of this Agreement have been duly authorized by all necessary action on the part of Deltco and its shareholders, board of directors and officers. This Agreement constitutes the legal, valid and binding obligation of Deltco, enforceable against Deltco in accordance with its terms. b. The Seller has the absolute and unrestricted right, power and capacity to enter into and to perform the Seller's obligations under each of the Transactional Agreements to which it is or may become a party; and Sole Member certifies that as the Sole Member of Seller he hereby authorizes the execution, delivery and performance by the Seller of the Transactional Agreements to which it is or may become a party. This Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms. Upon the execution of each of the other Transactional Agreements at the Closingclosing, each of such other Transactional Agreements to which the Seller is a party will constitute the legal, valid and binding obligation of the Seller if a party thereto, and will be enforceable against the Seller in accordance with its terms. (b) The Sole Member has the absolute and unrestricted right, power and capacity to enter into and to perform his obligations under each of the Transactional Agreements to which he is or may become a party. This Agreement constitutes the legal, valid and binding obligation of the Sole Member enforceable against the Sole Member and Seller in accordance with its terms. Upon the execution of each of the other Transactional Agreements at the Closing, each of such other Transactional Agreements to which the Sole Member and Seller is a party will constitute the legal, valid and binding obligation the Sole Member and will be enforceable against the Sole Member and Seller in accordance with its terms.

Authority; Binding Nature of Agreements. (a) The Seller has the absolute and unrestricted right, power and authority to enter into and to perform its obligations under each of the Transactional Agreements to which it is or may become a party; and Sole Member certifies that as the Sole Member of Seller he hereby authorizes the execution, delivery and performance by the Seller of the Transactional Agreements to which it is or may become a partyparty have been duly authorized by all necessary action on the part of the Seller and its shareholders, board of directors and officers. This Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms. Upon the execution of each of the other Transactional Agreements at the Closing, each of such other Transactional Agreements to which the Seller is a party will constitute the legal, valid and binding obligation of the Seller and will be enforceable against the Seller in accordance with its terms. (b) The Sole Member Shareholder has the absolute and unrestricted right, power and capacity to enter into and to perform his its obligations under each of the Transactional Agreements to which he it is or may become a party. This Agreement constitutes the legal, valid and binding obligation of the Sole Member Shareholder, enforceable against the Sole Member and Seller Shareholder in accordance with its terms. Upon the execution of each of the other Transactional Agreements at the Closing, each of such other Transactional Agreements to which the Sole Member and Seller Shareholder is a party will constitute the legal, valid and binding obligation the Sole Member of Shareholder and will be enforceable against the Sole Member and Seller Shareholder in accordance with its terms.