Common use of Authority; Validity Clause in Contracts

Authority; Validity. The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by Buyer pursuant hereto and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary actions or proceedings of Buyer. No other corporate act or proceeding on the part of Buyer is necessary to authorize this Agreement or the other documents and instruments to be executed and delivered by Buyer pursuant hereto or the consummation by Buyer of the transactions contemplated hereby and thereby. This Agreement constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by Buyer pursuant hereto will constitute, valid and binding agreements of Buyer, enforceable against Buyer in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, and by general equitable principles.

Authority; Validity. The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by Buyer Company pursuant hereto and the consummation by Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary actions or proceedings the board of Buyerdirectors of the Company. No other Except for obtaining requisite stockholder approval, no corporate act or proceeding on the part of Buyer Company is necessary to authorize this Agreement or the other documents and instruments to be executed and delivered by Buyer Company pursuant hereto or the consummation by Buyer Company of the transactions contemplated hereby and thereby. This Agreement constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by Buyer Company pursuant hereto will constitute, valid and binding agreements of BuyerCompany, enforceable against Buyer Company in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ ' rights generally, and by general equitable principles.

Authority; Validity. The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by Buyer pursuant hereto and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary actions or proceedings the Board of Directors and stockholders of Buyer. No other corporate act or proceeding on the part of Buyer is necessary to authorize this Agreement or the other documents and instruments to be executed and delivered by Buyer pursuant hereto or the consummation by Buyer Parent or Newco of the transactions contemplated hereby and thereby. This Agreement constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by Buyer pursuant hereto will constitute, valid and binding agreements of Buyer, enforceable against Buyer in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ creditors rights generally, and by general equitable principles.

Authority; Validity. The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by the Buyer pursuant hereto and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary actions or proceedings requisite corporate action of the Buyer. No other corporate act or proceeding on the part of the Buyer is necessary to authorize this Agreement or the other documents and instruments to be executed and delivered by the Buyer pursuant hereto or the consummation by the Buyer of the transactions contemplated hereby and thereby. This Agreement constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by the Buyer pursuant hereto will constitute, valid and binding agreements of the Buyer, enforceable against the Buyer in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, and by general equitable principles.

Authority; Validity. The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered (such other documents sometimes referred to herein as "Ancillary Instruments") by Buyer the Company pursuant hereto and the consummation by Company of the transactions contemplated hereby and thereby have been duly authorized and approved by all necessary actions or proceedings the Board of BuyerDirectors of the Company. No other corporate act or proceeding on the part of Buyer Company is necessary to authorize this Agreement or the other documents and instruments to be executed and delivered by Buyer pursuant hereto Ancillary Instruments or the consummation by Buyer Company of the transactions contemplated hereby and thereby. This Agreement constitutes, and when executed and delivered, the other documents and instruments Ancillary Instruments to be executed and delivered by Buyer Company pursuant hereto will constitute, valid and binding agreements of BuyerCompany, enforceable against Buyer Company in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ ' rights generally, and by general equitable principles.