Common use of Authority, Validity and Effect Clause in Contracts

Authority, Validity and Effect. Seller has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby or thereby. This Agreement and the Ancillary Agreements have been duly executed and delivered by Seller. This Agreement and the Ancillary Agreements are the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with the terms hereof or thereof, except as limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditor’s rights generally from time to time in effect, or (ii) the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at law or in equity) (the “General Enforceability Exceptions”).

Authority, Validity and Effect. Such Seller has the legal capacity and all requisite corporate power and authority to execute, execute and deliver this Agreement and perform its such Seller’s obligations under this Agreement and the Ancillary Agreements Agreement, and to consummate the transactions contemplated hereby or therebyContemplated Transactions. This Agreement and the Ancillary Agreements have has been duly executed and delivered delivered, and, assuming the due execution and delivery of this Agreement by Seller. This Agreement Buyer and the Ancillary Agreements are Company, is the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with the terms hereof or thereofits respective terms, except as limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws Laws affecting the enforcement of creditor’s creditors’ rights generally from time to time in effect, or (ii) the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at law or in equity) (collectively, the “General Enforceability Exceptions”).