Common use of Authority to Sell Clause in Contracts

Authority to Sell. The execution and delivery of this Agreement, and the completion of the transaction contemplated by this Agreement, has been duly and validly authorized by all necessary corporate action on the part of Cignal, and this Agreement constitutes a legal, valid and binding obligation of the Sellers enforceable against the Sellers in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.

Authority to Sell. The execution and delivery of this Agreement, and the completion of the transaction contemplated by this Agreement, Agreement has been duly and validly authorized by all a necessary corporate action on the part of Cignalthe Seller has been duly executed and delivered, and this Agreement constitutes a valid, legal, valid binding and binding obligation enforceable agreement of the Sellers enforceable against the Sellers in accordance with its terms except as may be limited by Seller, subject to laws of general application affecting relating to bankruptcy, insolvency, and the rights relief of creditorsdebtors and applicable securities laws.

Authority to Sell. The execution and delivery of this Agreement, agreement and the completion of the transaction contemplated by this Agreement, hereby has been duly and validly authorized by all necessary corporate action on the part of Cignalthe Vendors, and this Agreement agreement constitutes a legal, valid and binding obligation of the Sellers Vendors enforceable against the Sellers Vendors in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.

Authority to Sell. The execution and delivery of this Agreement, Agreement and the completion of the transaction contemplated by this Agreement, has Agreement have been duly and validly authorized by all necessary corporate action on the part of Cignalthe Vendor, including a special resolution of the sole shareholder of the Vendor consenting to the sale of all or substantially all of the assets of the Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Sellers Vendor enforceable against the Sellers Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditorsterms.

Authority to Sell. The execution All necessary corporate action on the Vendor's part has duly and validly authorized the signing and delivery of this Agreement, Agreement and the completion of the transaction contemplated by this Agreement, has been duly and validly authorized by all necessary corporate action on the part of Cignal, and this Agreement constitutes a legal, valid valid, and binding obligation of the Sellers Vendor enforceable against the Sellers Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.

Authority to Sell. The execution and delivery of this Agreement, and the completion of the transaction contemplated by this Agreement, Agreement has been duly and validly authorized by all necessary corporate action on the part of Cignalthe Seller, and this Agreement constitutes a legal, valid and binding obligation of the Sellers Seller enforceable against the Sellers Seller in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.

Authority to Sell. The execution and delivery of this Agreement, Agreement and the completion of the transaction contemplated by this Agreement, hereby has been duly and validly authorized by all necessary corporate action on the part of Cignalthe Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Sellers Vendor enforceable against the Sellers Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditorsterms.

Authority to Sell. The execution All necessary action on the Vendor's part has duly and validly authorized the signing and delivery of this Agreement, Agreement and the completion of the transaction contemplated by this Agreement, has been duly and validly authorized by all necessary corporate action on the part of Cignal, and this Agreement constitutes a legal, valid valid, and binding obligation of the Sellers Vendor enforceable against the Sellers him in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.

Authority to Sell. The execution and delivery of this Agreement, Agreement and the completion of the transaction contemplated by this Agreement, has Agreement have been duly and validly authorized by all necessary corporate action on the part of CignalVendor and its members, if applicable, and this Agreement constitutes a legal, valid and binding obligation of the Sellers Vendor enforceable against the Sellers Vendor in accordance with its terms except as may be limited by laws Laws of general application affecting the rights of creditors.

Authority to Sell. The execution and delivery of this Agreement, and the completion of the transaction contemplated by this Agreement, has have been duly and validly authorized by all necessary corporate action on of the part Seller and of Cignalthe Target, and this Agreement constitutes a legal, valid valid, and binding obligation of the Sellers Seller and the Target, enforceable against the Sellers each of them in accordance with its terms terms, except as may be limited by laws of general application affecting the rights of creditors, and subject to the availability of any equitable remedy in any particular instance.

Authority to Sell. The execution and delivery of this Agreement, Agreement and the completion of the transaction transactions contemplated by this Agreement, has Agreement have been duly and validly authorized by all necessary corporate action on the part of Cignalthe Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Sellers Vendor enforceable against the Sellers Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.

Authority to Sell. The execution and delivery of this Agreement, Agreement and the completion of the transaction contemplated by this Agreement, has Agreement have been duly and validly authorized by all necessary corporate action on the part of Cignalthe Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Sellers Vendor enforceable against the Sellers Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditorsterms.

Authority to Sell. The execution All necessary company action on the Vendor's part has duly and validly authorized the signing and delivery of this Agreement, Agreement and the completion of the transaction contemplated by this Agreement, has been duly and validly authorized by all necessary corporate action on the part of Cignal, and this Agreement constitutes a legal, valid valid, and binding obligation of the Sellers Vendor enforceable against the Sellers Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.

Authority to Sell. The the execution and delivery of this Agreement, Agreement and the completion of the transaction contemplated by this Agreement, has hereby have been duly and validly authorized by all necessary corporate action on the part of Cignalthe Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Sellers Vendor enforceable against the Sellers it in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.;

Authority to Sell. The execution and delivery of this Agreement, Agreement and the completion of the transaction transactions contemplated by this Agreement, has hereby have been duly and validly authorized by all necessary corporate action on the part of Cignal, the Vendor and this Agreement constitutes a legal, valid and binding obligation of the Sellers Vendor enforceable against the Sellers Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.creditors and subject to compliance with the provisions of the Competition Act relating to notifiable transactions;

Authority to Sell. The execution and delivery of this Agreement, Agreement and the completion of the transaction contemplated by this Agreement, hereby has been duly and validly authorized by all necessary corporate action on the part of Cignalthe Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Sellers Vendor enforceable against the Sellers Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.

Authority to Sell. The execution All necessary corporate action on the Vendor's part has duly and validly authorized the signing and delivery of this Agreement, Agreement and the completion of the transaction transactions contemplated by this Agreement, has been duly and validly authorized by all necessary corporate action on the part of Cignal, and this Agreement constitutes a legal, valid valid, and binding obligation of the Sellers Vendor enforceable against the Sellers Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.

Authority to Sell. The execution and delivery of this Agreement, Agreement and the completion of the transaction transactions contemplated by this Agreement, has hereby have been duly and validly authorized by all necessary corporate action on the part of Cignal, the Vendor and this Agreement constitutes a legal, valid and binding obligation of the Sellers Vendor enforceable against the Sellers Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.creditors and subject to compliance with the provisions of the

Authority to Sell. The execution and delivery of this Agreement, the Agreement and the completion of the transaction transactions contemplated by this Agreement, hereby has been duly and validly authorized by all necessary corporate action on the part of Cignalthe Seller, and this Agreement constitutes a legal, valid and binding obligation of the Sellers Seller enforceable against the Sellers Seller in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of general application affecting the rights equity (regardless of creditorswhether enforcement is sought in a proceeding at law or in equity).

Authority to Sell. The execution and delivery of this Agreement, Agreement and the completion of the transaction contemplated by this Agreement, hereby has been duly and validly authorized by all necessary corporate action on the part of Cignal, the Seller and this Agreement constitutes a legal, valid and binding obligation of the Sellers Seller, enforceable against the Sellers Seller in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.