Common use of Authority Relative to this Agreement; Enforceability Clause in Contracts

Authority Relative to this Agreement; Enforceability. (a) Such Buyer has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements, the performance by such Buyer of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by such Buyer, and no other proceedings on the part of such Buyer are necessary to authorize this Agreement or the Ancillary Agreements, as applicable, or to consummate the transactions contemplated hereby and thereby. (b) This Agreement and the Ancillary Agreements have been duly and validly executed and delivered by such Buyer. Assuming that this Agreement and the Ancillary Agreements constitute valid and binding agreements of Seller, this Agreement and the Ancillary Agreements constitute valid and binding agreements of such Buyer, enforceable against such Buyer in accordance with their respective terms, except as such enforceability may be limited by the General Enforceability Exceptions.

Authority Relative to this Agreement; Enforceability. (a) Such Buyer Seller has the requisite power and authority to execute and deliver this Agreement and the Ancillary AgreementsAgreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements, the performance by such Buyer Seller of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by such Buyer, and no other proceedings on the part board of such Buyer are necessary to authorize this Agreement or the Ancillary Agreements, as applicable, or to consummate the transactions contemplated hereby and therebydirectors of Seller. (b) This Agreement has been, and each of the Ancillary Agreements have been shall be, when executed and delivered at Closing, duly and validly executed and delivered by such BuyerSeller. Assuming that this Agreement constitutes, and each of the Ancillary Agreements will, when executed and delivered at Closing, constitute valid and binding agreements of Buyer, this Agreement constitutes, and each of the Ancillary Agreements will, when executed and delivered at Closing, constitute valid and binding agreements of Seller, this Agreement and the Ancillary Agreements constitute valid and binding agreements of such Buyer, enforceable against such Buyer Seller in accordance with their respective terms, except as such enforceability may be limited by the General Enforceability Exceptions.

Authority Relative to this Agreement; Enforceability. (a) Such Buyer has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements, the performance by such Buyer of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by such Buyer, and no other proceedings on the part of such Buyer are necessary to authorize this Agreement or the Ancillary Agreements, as applicable, or to consummate the transactions contemplated hereby and thereby. (b) This Agreement has been, and each of the Ancillary Agreements have been shall be, when executed and delivered at Closing, duly and validly executed and delivered by such Buyer. Assuming that this Agreement constitutes, and each of the Ancillary Agreements will, when executed and delivered at Closing, constitute valid and binding agreements of Seller, this Agreement constitutes, and each of the Ancillary Agreements will, when executed and delivered at Closing, constitute valid and binding agreements of such Buyer, enforceable against such Buyer in accordance with their respective terms, except as such enforceability may be limited by the General Enforceability Exceptions.

Authority Relative to this Agreement; Enforceability. (a) Such Buyer has the all requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary AgreementsAgreement, the performance by such Buyer of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by such the Board of Directors of Buyer, and no other proceedings on the part of such Buyer are necessary to authorize this Agreement or the Ancillary Agreements, as applicable, or to consummate the transactions contemplated hereby and thereby. (b) This Agreement and the Ancillary Agreements have been duly and validly executed and delivered by such Buyer. Assuming that this Agreement and the Ancillary Agreements constitute valid and binding agreements of Seller, this Agreement and the Ancillary Agreements constitute valid and binding agreements of such Buyer, enforceable against such Buyer in accordance with their respective terms, except as such enforceability may be limited by the General Enforceability Exceptions.

Authority Relative to this Agreement; Enforceability. (a) Such Buyer Seller has the requisite power and authority to execute and deliver this Agreement and the Ancillary AgreementsAgreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements, the performance by such Buyer Seller of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by such Buyerthe Board of Directors of Seller, and no other proceedings on the part of such Buyer Seller are necessary to authorize this Agreement or the Ancillary Agreements, as applicable, or to consummate the transactions contemplated hereby and thereby. (b) This Agreement and the Ancillary Agreements have been duly and validly executed and delivered by such BuyerSeller. Assuming that this Agreement and the Ancillary Agreements constitute valid and binding agreements of SellerBuyer, this Agreement and the Ancillary Agreements constitute valid and binding agreements of such BuyerSeller, enforceable against such Buyer Seller in accordance with their respective terms, except as such enforceability may be limited by the General Enforceability Exceptions.