Common use of Authority, Validity and Effect Clause in Contracts

Authority, Validity and Effect. Buyer has the requisite power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby to be executed and delivered by it, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and such other agreements and documents and the consummation of the transactions contemplated herein and therein have been duly and validly authorized by all necessary other action on the part of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and, assuming the due authorization, execution, and delivery by Seller and the Company, represents the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as limited by the General Enforceability Exceptions.

Authority, Validity and Effect. Buyer has the requisite power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby the other Transaction Documents to be executed and delivered by itwhich it is a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and such other agreements and documents the Transaction Documents to which it is a party and the consummation of the transactions contemplated herein hereby and therein thereby have been duly and validly authorized by all necessary corporate or other action on the part of Buyer. This Agreement has and the Transaction Documents to which it is party have been duly and validly executed and delivered by Buyer and, assuming the due authorization, execution, and delivery by Seller and the Company, represents constitute the legal, valid and binding obligation obligations of Buyer, enforceable against Buyer in accordance with its their terms, except as limited by the General Enforceability Exceptions.

Authority, Validity and Effect. Buyer has the all requisite corporate power and authority to execute execute, deliver, and deliver perform its obligations under this Agreement and all agreements and documents contemplated hereby to be executed and delivered by it, and to consummate and fully perform the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and such other agreements and documents and the consummation of the transactions contemplated herein and therein have been duly and validly authorized by all necessary other action on the part of BuyerContemplated Transactions. This Agreement has been duly and validly executed and delivered by Buyer Buyer, and, assuming the due authorization, execution, execution and delivery by Seller of the Company and the CompanySellers, represents is or will be upon execution the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as limited by the General Enforceability Exceptions. The execution and delivery by Buyer of this Agreement, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the Contemplated Transactions have been duly authorized by all requisite corporate action on the part of Buyer.

Authority, Validity and Effect. Buyer has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby to be executed and delivered by it, and to consummate the transactions contemplated hereby and therebythereby without obtaining any additional approvals (whether internal or third party). The execution and delivery of this Agreement and such other agreements and documents and the consummation of the transactions contemplated herein hereby and therein thereby, have been duly and validly authorized by all necessary other corporate action on the part of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and, assuming the due authorization, execution, and delivery by Seller and the Company, represents constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as limited by the General Enforceability Exceptions.