Common use of Authority, Due Execution and Binding Effect Clause in Contracts

Authority, Due Execution and Binding Effect. Such Seller has the requisite power and authority and full legal capacity to execute and deliver this Agreement and each Ancillary Agreement to which such Seller will be a party, to consummate the Transaction, and to perform such Seller’s obligations under this Agreement and the Ancillary Agreements. The execution, delivery and performance by each Seller of this Agreement and the consummation of the Transaction, have been duly authorized by all necessary action on the part of such Seller. Assuming the due authorization, execution and delivery by the Purchaser, this Agreement constitutes the valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions. Each Ancillary Agreement to which such Seller will be a party will be duly executed and delivered by such Seller, and, assuming that such Ancillary Agreement constitutes a valid and binding obligation of the other parties thereto, will constitute a valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be limited by the Enforceability Exceptions.

Authority, Due Execution and Binding Effect. Such Seller has the requisite power and authority and full legal capacity to execute and deliver this Agreement and each Ancillary Agreement to which such Seller he will be a party, to consummate the Transaction, and to perform such Seller’s his obligations under this Agreement and the Ancillary Agreements. The execution, delivery and performance by each Seller of this This Agreement and the consummation of the Transaction, have has been duly authorized and validly executed and delivered by all necessary action on the part of such Seller. Assuming the due authorization, execution and delivery by the Purchaserother Parties (other than the Companies) hereto, this Agreement constitutes shall constitute, upon such execution and delivery hereof, the valid and binding obligation of such the Seller, enforceable against such Seller in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions. Each Ancillary Agreement to which such the Seller will be a party will be duly executed and delivered by such Seller, the Seller and, assuming that such Ancillary Agreement constitutes a valid and binding obligation of the other parties thereto, will constitute a valid and binding obligation of such the Seller, enforceable against such the Seller in accordance with its terms, except to the extent that the enforceability thereof may be limited by the Enforceability Exceptions.

Authority, Due Execution and Binding Effect. Such Seller Party has the requisite power and authority and full legal capacity to execute and deliver this Agreement and each Ancillary Agreement to which such Seller Party will be a party, to consummate the Transaction, and to perform such SellerSeller Party’s obligations under this Agreement and the Ancillary Agreements. The execution, delivery and performance by each Seller of this This Agreement and the consummation of the Transaction, have has been duly authorized and validly executed and delivered by all necessary action on the part of such SellerSeller Party. Assuming the due authorization, execution and delivery by the Purchaserother Parties (other than the Target Group) hereto, this Agreement constitutes shall constitute, upon such execution and delivery hereof, the valid and binding obligation of such SellerSeller Party, enforceable against such Seller Party in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions. Each Ancillary Agreement to which such Seller will be Party is a party will be has been duly executed and delivered by such Seller, Seller Party and, assuming that such Ancillary Agreement constitutes a valid and binding obligation of the other parties thereto, will constitute constitutes a valid and binding obligation of such SellerSeller Party, enforceable against such Seller Party in accordance with its terms, except to the extent that the enforceability thereof may be limited by the Enforceability Exceptions.