Common use of Authority; Enforceability; No Conflict Clause in Contracts

Authority; Enforceability; No Conflict. (a) Buyer has the requisite corporate power and authority to enter into the Transaction Agreements and to consummate the Contemplated Transactions. All corporate acts and other proceedings required to be taken by Buyer to authorize the execution, delivery and performance of the Transaction Agreements and the consummation of the Contemplated Transactions have been duly and properly taken. This Agreement has been, and each of the Ancillary Agreements, when executed, will be, duly executed and delivered by Buyer and, assuming that this Agreement and each Ancillary Agreement constitute a valid and binding obligation of Seller, constitute a valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; Enforceability; No Conflict. (a) Buyer has the requisite corporate power and authority to enter into the Transaction Agreements and to consummate the Contemplated Transactions. All corporate acts and other proceedings required to be taken by Buyer to authorize the execution, delivery and performance of the Transaction Agreements and the consummation of the Contemplated Transactions have been duly and properly taken. This Agreement has been, and each of the Ancillary Agreements, when executed, will be, duly executed and delivered by Buyer and, assuming that this Agreement and each Ancillary Agreement constitute a valid and binding obligation of Seller, constitute a valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; Enforceability; No Conflict. (a) Buyer Seller has the requisite corporate power and authority to enter into the Transaction Agreements and to consummate the Contemplated Transactions. All corporate acts and other proceedings required to be taken by Buyer Seller to authorize the execution, delivery and performance of the Transaction Agreements and the consummation of the Contemplated Transactions have been duly and properly taken. This Agreement has been, and each of the Ancillary Agreements, when executed, will be, duly executed and delivered by Buyer Seller and, assuming that this Agreement and each Ancillary Agreement constitute constitutes a valid and binding obligation of Buyer, constitutes a valid and binding obligation of Seller, constitute a valid and binding obligation of Buyer, enforceable against Buyer Seller in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; Enforceability; No Conflict. (a) Buyer Seller has the requisite corporate power and authority to enter into the Transaction Agreements and to consummate the Contemplated Transactions. All corporate acts and other proceedings required to be taken by Buyer Seller to authorize the execution, delivery and performance of the Transaction Agreements and the consummation of the Contemplated Transactions have been duly and properly taken. This Agreement has been, and each of the Ancillary Agreements, when executed, will be, duly executed and delivered by Buyer Seller and, assuming that this Agreement and each Ancillary Agreement constitute constitutes a valid and binding obligation of Buyer, constitutes a valid and binding obligation of Seller, constitute a valid and binding obligation of Buyer, enforceable against Buyer Seller in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).