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

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