Common use of Authorization and Binding Effect Clause in Contracts

Authorization and Binding Effect. The execution, delivery and performance of this Agreement by each of the Sellers has been approved by all requisite action and no other approval or authorization is required on the part of the Sellers or any other person by law or otherwise in order to make this Agreement a valid, binding and enforceable obligation of the Sellers. This Agreement is and will constitute a valid and legally binding obligation of each of the Sellers and will be enforceable against 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).

Authorization and Binding Effect. The execution, delivery and performance of this Agreement by each of the Sellers 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 Sellers Purchaser or any other person by law or otherwise in order to make this Agreement a valid, binding and enforceable obligation of the SellersPurchaser. This Agreement is and will constitute a valid and legally binding obligation of each of the Sellers Purchaser and will be enforceable against each of the Sellers 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).