Common use of Authorization and Binding Effect Clause in Contracts

Authorization and Binding Effect. The execution, delivery and performance of this Agreement by the Purchaser has been approved by all requisite corporate action on the part of the Purchaser and no other corporate approval or authorization is required on the part of the Purchaser or any other person by law or otherwise in order to make this Agreement a valid, binding and enforceable obligation of the Purchaser. This Agreement is and will constitute a valid and legally binding obligation of the Purchaser and will be enforceable against it in accordance with the terms hereof, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law).

Authorization and Binding Effect. The execution, delivery and performance of this Agreement by each of the Purchaser Sellers has been approved by all requisite corporate action on the part of the Purchaser and no other corporate approval or authorization is required on the part of the Purchaser Sellers or any other person by law or otherwise in order to make this Agreement a valid, binding and enforceable obligation of the PurchaserSellers. This Agreement is and will constitute a valid and legally binding obligation of each of the Purchaser Sellers and will be enforceable against it each of the Sellers in accordance with the terms hereof, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law).