Common use of Authority of Sellers; Conflicts Clause in Contracts

Authority of Sellers; Conflicts. (a) Parent has the ------------------------------- corporate power and corporate authority to execute, deliver and perform this Agreement and each of the Seller Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Seller Ancillary Agreements by Parent and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action and do not require any further authorization or consent of Parent or its stockholders. This Agreement has been duly authorized, executed and delivered by Parent and constitutes (assuming the valid authorization, execution and delivery of this Agreement by Buyer) the legal, valid and binding obligation of Parent enforceable in accordance with its terms, and each of the Seller Ancillary Agreements to which it is a party has been duly authorized by Parent and, upon execution and delivery by Parent, will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, or the other party or parties thereto) a legal, valid and binding obligation of Parent enforceable against Parent in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles.

Authority of Sellers; Conflicts. (a) Parent has the ------------------------------- corporate power and corporate authority to execute, deliver and perform this Agreement and each of the Seller Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Seller Ancillary Agreements by Parent and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action and do not require any further authorization or consent of Parent or its stockholders. This Agreement has been duly authorized, executed and delivered by Parent and constitutes (assuming the valid authorization, execution and delivery of this Agreement by Buyer) the legal, valid and binding obligation of Parent enforceable in accordance with its terms, and each of the Seller Ancillary Agreements to which it is a party has been duly authorized by Parent and, upon execution and delivery by Parent, will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, or the other party or parties thereto) a legal, valid and binding obligation of Parent enforceable against Parent in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles.