Common use of Authorization and Binding Effect of Documents Clause in Contracts

Authorization and Binding Effect of Documents. This agreement and --------------------------------------------- each of the other Documents have been duly authorized by all necessary corporate or other appropriate action on the part of Seller, and have been, or at or prior to the Closing will be, duly executed and delivered by the Seller and is, or at or prior to the Closing will be, the legal, valid, and binding obligation of Seller enforceable in accordance with their respective terms. As of the Closing Date, Seller has the absolute and unrestricted right, power authority and capacity to execute and deliver this Agreement and to perform their obligations hereunder and each of the other Documents and to consummate the transactions hereby and thereby contemplated. This Agreement constitutes (and each of the other Documents, when so executed and delivered, will constitute) legal and valid obligations of Seller, enforceable against them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' right or remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Authorization and Binding Effect of Documents. This agreement Seller’s execution and --------------------------------------------- delivery of, and the performance of its obligations under this Agreement and each of the other Documents Documents, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate or other appropriate action on the part of Seller, and have been, or at or prior to the Closing will be, duly executed and delivered by the Seller and is, or at or prior to the Closing will be, the legal, valid, and binding obligation of Seller enforceable in accordance with their respective terms. As of the Closing Date, Seller has the absolute power and unrestricted rightauthority to execute, power authority deliver and capacity to execute and deliver perform its obligations under this Agreement and to perform their obligations hereunder and each of the other Documents and to consummate the transactions hereby and thereby contemplated. This Agreement constitutes (and each of the other Documents have been, or at or prior to the Closing will be, duly executed by Seller. This Agreement and each of the other Documents to be executed by Seller have been, or at or prior to the Closing will be, duly executed by Seller. The Documents, when so executed and delivereddelivered by the parties hereto, will constitute) legal constitute the valid and valid obligations legally binding agreement of Seller, enforceable against them Seller in accordance with its their terms, subject to applicable except as may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' right ’ rights or remedies generally, and subject, except as to enforceability, to may be limited by general principles of equity (regardless of whether enforcement such enforceability is sought in a proceeding in equity or at law).

Authorization and Binding Effect of Documents. This agreement Buyer's execution and --------------------------------------------- delivery of, and the performance of its obligations under, this Agreement and each of the other Documents Documents, and the consummation by Buyer of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate or other appropriate action on the part of Seller, and have been, or at or prior to the Closing will be, duly executed and delivered by the Seller and is, or at or prior to the Closing will be, the legal, valid, and binding obligation of Seller enforceable in accordance with their respective termsBuyer. As of the Closing Date, Seller Buyer has the absolute power and unrestricted rightauthority to execute, power authority deliver and capacity to execute and deliver perform its obligations under this Agreement and to perform their obligations hereunder and each of the other Documents and to consummate the transactions hereby and thereby contemplated. This Agreement constitutes (and each of the other Documents have been, or at or prior to the Closing will be, duly executed by Buyer. This Agreement and each of the other Documents to be executed by Buyer have been, or at or prior to the Closing will be, duly executed by Buyer. The Documents, when so executed and delivereddelivered by the parties hereto, will constitute) legal constitute the valid and valid obligations legally binding agreement of SellerBuyer, enforceable against them Buyer in accordance with its their terms, subject to applicable except as may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' right rights or remedies generally, and subject, except as to enforceability, to may be limited by general principles of equity (regardless of whether enforcement such enforceability is sought in a proceeding in equity or at law).

Authorization and Binding Effect of Documents. This agreement Buyer's execution and --------------------------------------------- ---------------------------------------------- delivery of, and the performance of its obligations under, this Agreement and each of the other Documents Documents, and the consummation by Buyer of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate or other appropriate action on the part of Seller, and have been, or at or prior to the Closing will be, duly executed and delivered by the Seller and is, or at or prior to the Closing will be, the legal, valid, and binding obligation of Seller enforceable in accordance with their respective termsBuyer. As of the Closing Date, Seller Buyer has the absolute power and unrestricted rightauthority to execute, power authority deliver and capacity to execute and deliver perform its obligations under this Agreement and to perform their obligations hereunder and each of the other Documents and to consummate the transactions hereby and thereby contemplated. This Agreement constitutes (and each of the other Documents have been, or at or prior to the Closing will be, duly executed by Buyer. The Documents, when so executed and delivereddelivered by the parties hereto, will constitute) legal constitute the valid and valid obligations legally binding agreement of SellerBuyer, enforceable against them Buyer in accordance with its their terms, subject to applicable except as may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' right rights or remedies generally, and subject, except as to enforceability, to may be limited by general principles of equity (regardless of whether enforcement such enforceability is sought in a proceeding in equity or at law).

Authorization and Binding Effect of Documents. This agreement Seller’s execution and --------------------------------------------- delivery of, and the performance of its obligations under this Agreement and each of the other Documents Documents, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate or other appropriate action on the part of Seller, and have been, or at or prior to the Closing will be, duly executed and delivered by the Seller and is, or at or prior to the Closing will be, the legal, valid, and binding obligation of Seller enforceable in accordance with their respective terms. As of the Closing Date, Seller has the absolute power and unrestricted rightauthority to execute, power authority deliver and capacity to execute and deliver perform its obligations under this Agreement and to perform their obligations hereunder and each of the other Documents and to consummate the transactions hereby and thereby contemplated. This Agreement constitutes (and each of the other Documents have been, or at or prior to the Closing will be, duly executed by Seller. This Agreement and each of the other Documents to be executed by Seller have been, or at or prior to the Closing will be, duly executed by Seller. The Documents, when so executed and delivereddelivered by the parties hereto, will constitute) legal constitute the valid and valid obligations legally binding agreement of Seller, enforceable against them Seller in accordance with its their terms, subject to applicable except as may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' right ’ rights or remedies generally, and subject, except as to enforceability, to may be limited by general principles of equity (regardless of whether enforcement such enforceability is sought in a proceeding in equity or at law).

Authorization and Binding Effect of Documents. This agreement Buyer's execution and --------------------------------------------- delivery of, and the performance of its obligations under, this Agreement and each of the other Documents Documents, and the consummation by Buyer of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate or other appropriate action on the part of Seller, and have been, or at or prior to the Closing will be, duly executed and delivered by the Seller and is, or at or prior to the Closing will be, the legal, valid, and binding obligation of Seller enforceable in accordance with their respective termsBuyer. As of the Closing Date, Seller Buyer has the absolute power and unrestricted rightauthority to execute, power authority and capacity to execute and deliver this Agreement deliver, and to perform their its obligations hereunder under this Agreement and each of the other Documents and to consummate the transactions hereby and thereby contemplated. This Agreement constitutes (and each of the other Documents to be executed by Buyer have been, or at or prior to the Closing will have been or will be, duly executed by Buyer. The Documents, when so executed and delivereddelivered by the parties hereto, will constitute) legal constitute the valid and valid obligations legally binding agreement of SellerBuyer, enforceable against them Buyer in accordance with its their terms, subject to applicable except as may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' right rights or remedies generally, and subject, except as to enforceability, to may be limited by general principles of equity (regardless of whether enforcement such enforceability is sought in a proceeding in equity or at law).

Authorization and Binding Effect of Documents. This agreement Buyer’s execution and --------------------------------------------- delivery of, and the performance of its obligations under, this Agreement and each of the other Documents Documents, and the consummation by Buyer of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate or other appropriate action on the part of Seller, and have been, or at or prior to the Closing will be, duly executed and delivered by the Seller and is, or at or prior to the Closing will be, the legal, valid, and binding obligation of Seller enforceable in accordance with their respective termsBuyer. As of the Closing Date, Seller Buyer has the absolute power and unrestricted rightauthority to execute, power authority deliver and capacity to execute and deliver perform its obligations under this Agreement and to perform their obligations hereunder and each of the other Documents and to consummate the transactions hereby and thereby contemplated. This Agreement constitutes (and each of the other Documents have been, or at or prior to the Closing will be, duly executed by Buyer. This Agreement and each of the other Documents to be executed by Buyer have been, or at or prior to the Closing will be, duly executed by Buyer. The Documents, when so executed and delivereddelivered by the parties hereto, will constitute) legal constitute the valid and valid obligations legally binding agreement of SellerBuyer, enforceable against them Buyer in accordance with its their terms, subject to applicable except as may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' right ’ rights or remedies generally, and subject, except as to enforceability, to may be limited by general principles of equity (regardless of whether enforcement such enforceability is sought in a proceeding in equity or at law).

Authorization and Binding Effect of Documents. This agreement Each of Parent's and --------------------------------------------- Buyer's execution and delivery of, and the performance of its obligations under, this Agreement and each of the other Documents Documents, and the consummation by each of Parent and Buyer of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate or other appropriate action on the part of Seller, each of Parent and have been, or at or prior to the Closing will be, duly executed Buyer. Each of Parent and delivered by the Seller and is, or at or prior to the Closing will be, the legal, valid, and binding obligation of Seller enforceable in accordance with their respective terms. As of the Closing Date, Seller Buyer has the absolute power and unrestricted rightauthority to execute, power authority deliver and capacity to execute and deliver perform its obligations under this Agreement and to perform their obligations hereunder and each of the other Documents and to consummate the transactions hereby and thereby contemplated. This Agreement constitutes (and each of the other Documents have been, or at or prior to the Closing will be, duly executed by Buyer. This Agreement and each of the other Documents to be executed by Each of Parent and Buyer have been, or at or prior to the Closing will be, duly executed by Buyer. The Documents, when so executed and delivereddelivered by the parties hereto, will constitute) legal constitute the valid and valid obligations legally binding agreement of Sellereach of Parent and Buyer, enforceable against them each of Parent and Buyer in accordance with its their terms, subject to applicable except as may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors' right rights or remedies generally, and subject, except as to enforceability, to may be limited by general principles of equity (regardless of whether enforcement such enforceability is sought in a proceeding in equity or at law).