Common use of Authorization and Effect of Agreement Clause in Contracts

Authorization and Effect of Agreement. Sellers have all requisite power and authority to execute and deliver this Agreement and all of the other agreements, certificates and other documents delivered or to be delivered on or after the date hereof and at or prior to the Closing in connection with the transactions contemplated hereby (the "Ancillary Documents") to which each is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Sellers of this Agreement and the Ancillary Documents to which each is or will be a party and the consummation by Sellers of the transactions contemplated hereby and thereby to be consummated by the Sellers have been duly authorized by all necessary corporate action on the part of Sellers, including, without limitation, all requisite approval by the stockholders of the Sellers pursuant to the Articles of Incorporation or By-Laws or other organizational documents of Sellers or otherwise. This Agreement and the Ancillary Documents to which each Seller is or will be a party have been or will be, as the case may be, duly executed and delivered by each Seller and constitute or will constitute, as the case may be, valid and binding obligations of Sellers, enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar Laws of general application affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies (whether applied in a proceeding at law or equity).

Authorization and Effect of Agreement. Sellers have all Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and all of the other agreements, certificates and other documents delivered or agreements to be delivered on or after the date hereof and entered into by it at or prior to the Closing in connection with the transactions contemplated hereby pursuant hereto (the "Purchaser Ancillary Documents") to which each is or will be a party, and to consummate perform the transactions contemplated hereby and therebythereby to be performed by it. The execution and delivery by Sellers Purchaser of this Agreement and the Purchaser Ancillary Documents to which each is or will be a party and the consummation performance by Sellers it of the transactions contemplated hereby and thereby to be consummated performed by the Sellers it have been or, in the case of the Purchaser Ancillary Documents will at the Closing be, duly authorized by all necessary corporate action on the part of Sellers, including, without limitation, all requisite approval by the stockholders of the Sellers pursuant to the Articles of Incorporation or By-Laws or other organizational documents of Sellers or otherwisePurchaser. This Agreement has been, and each Purchaser Ancillary Document will at the Ancillary Documents to which each Seller is or will be a party have been or will be, as the case may Closing be, duly executed and delivered by duly authorized officers of Purchaser and, assuming the due execution and delivery of this Agreement and, as applicable, any Purchaser Ancillary Document, by Parent and Seller, this Agreement constitutes, and each Seller and constitute or Purchaser Ancillary Document will at the Closing constitute, as the case may be, a valid and binding obligations obligation of SellersPurchaser, enforceable against Purchaser in accordance with their respective its terms, except as enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium, or other similar Laws of general application laws affecting the enforcement of creditors' rights or by in general and subject to general principles of equity limiting the availability (regardless of equitable remedies (whether applied such enforceability is considered in a proceeding in equity or at law or equitylaw).

Authorization and Effect of Agreement. Sellers have Seller and Parent has all requisite corporate power and authority to execute and deliver this Agreement and all of the other agreements, certificates and other documents delivered Collateral Agreements to which they are or are proposed to be delivered on or after the date hereof and at or prior to the Closing in connection with the transactions contemplated hereby (the "Ancillary Documents") to which each is or will be a party, party and to consummate the transactions contemplated hereby perform their respective obligations hereunder and therebyunder any such Collateral Agreements. The execution and delivery by Sellers of this Agreement and the Ancillary Documents to which each is or will be a party Collateral Agreements by Seller and Parent and the consummation performance by Sellers Seller and Parent of the transactions contemplated hereby their respective obligations hereunder and thereby to be consummated by the Sellers have been duly authorized by all necessary corporate action on the part of Sellers, including, without limitation, all requisite approval by the stockholders of the Sellers pursuant to the Articles of Incorporation or By-Laws or other organizational documents of Sellers or otherwise. This Agreement and the Ancillary Documents to which each Seller is or will be a party have been or will bethereunder, as the case may be, duly executed and delivered the consummation by each Seller and constitute or will constituteParent of the transactions contemplated hereby and thereby, as the case may be, have been duly authorized by their boards of directors and no other corporate or other action on the part of any of Seller or Parent is necessary to authorize the execution and delivery of this Agreement and the Collateral Agreements to which they are or are proposed to be a party or the consummation of the transactions to which they are or are proposed to be a party contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Seller and Parent and constitutes a legal, valid and binding obligations obligation of SellersSeller and Parent, enforceable against Seller and Parent in accordance with their respective its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency or other insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws of general application laws affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable and remedies (whether applied in a proceeding at law or equity)generally.

Authorization and Effect of Agreement. Sellers have all Each of Seller and Parent has the requisite corporate power and authority to execute and deliver this Agreement and all of the other agreements, certificates and other documents delivered or agreements to be delivered on or after the date hereof and entered into by them at or prior to the Closing in connection with the transactions contemplated hereby pursuant hereto (the "Seller Ancillary Documents") to which each is or will be a party, and to consummate perform the transactions contemplated hereby and therebythereby to be performed by it. The execution and delivery by Sellers each of Seller and Parent of this Agreement and the Seller Ancillary Documents to which each is or will be a party and the consummation performance by Sellers each of them of the transactions contemplated hereby and thereby to be consummated performed by the Sellers it have been or, in the case of the Seller Ancillary Documents, will at the Closing be duly authorized by all any necessary corporate and shareholder action on the part of Sellers, including, without limitation, all requisite approval by the stockholders of the Sellers pursuant to the Articles of Incorporation or By-Laws or other organizational documents of Sellers or otherwiseSeller and Parent. This Agreement has been, and the Ancillary Documents to which each Seller is or Ancillary Document will be a party have been or will be, as at the case may Closing be, duly executed and delivered by duly authorized officers of each of Seller and constitute or will constituteParent and, assuming the due execution and delivery of this Agreement and, as the case may beapplicable, any Seller Ancillary Document, by Purchaser, constitutes a valid and binding obligations obligation of Sellers, Seller and Parent enforceable against them in accordance with their respective its terms, except as enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium, or other similar Laws of general application laws affecting the enforcement of creditors' rights or by in general and subject to general principles of equity limiting the availability (regardless of equitable remedies (whether applied such enforceability is considered in a proceeding in equity or at law or equityLaw).

Authorization and Effect of Agreement. Sellers have Each Seller and Parent has all requisite corporate power and authority to execute and deliver this Agreement and all of the other agreements, certificates and other documents delivered Collateral Agreements to which they are or are proposed to be delivered on or after the date hereof and at or prior to the Closing in connection with the transactions contemplated hereby (the "Ancillary Documents") to which each is or will be a party, party and to consummate the transactions contemplated hereby perform their respective obligations hereunder and therebyunder any such Collateral Agreements. The execution and delivery by Sellers of this Agreement and the Ancillary Documents to which Collateral Agreements by each is or will be a party Seller and Parent and the consummation performance by Sellers of the transactions contemplated hereby and thereby to be consummated by the Sellers have been duly authorized by all necessary corporate action on the part of Sellers, including, without limitation, all requisite approval by the stockholders of the Sellers pursuant to the Articles of Incorporation or By-Laws or other organizational documents of Sellers or otherwise. This Agreement and the Ancillary Documents to which each Seller is or will be a party have been or will beand Parent of their respective obligations hereunder and thereunder, as the case may be, and the consummation by each Seller and Parent of the transactions contemplated hereby and thereby, as the case may be, have been duly authorized by their boards of directors and no other corporate or other action on the part of any of each Seller or Parent is necessary to authorize the execution and delivery of this Agreement and the Collateral Agreements to which they are or are proposed to be a party or the consummation of the transactions to which they are or are proposed to be a party contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by each Seller and constitute or will constitute, as the case may beParent and constitutes a legal, valid and binding obligations obligation of SellersSeller and Parent, enforceable against each Seller and Parent in accordance with their respective its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency or other insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws of general application laws affecting the enforcement of creditors' ’ rights or by general principles of equity limiting the availability of equitable and remedies (whether applied in a proceeding at law or equity)generally.

Authorization and Effect of Agreement. Sellers have all Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and all of the other agreements, certificates and other documents delivered or agreements required by this Agreement to be delivered on or after the date hereof and entered into by Purchaser at or prior to the Closing in connection with under the terms hereof (the “Purchaser Ancillary Documents”) and to perform the transactions contemplated hereby (the "by this Agreement and such Purchaser Ancillary Documents") Documents to which each is or will be a party, and to consummate the transactions contemplated hereby and therebyperformed by Purchaser. The execution and delivery by Sellers Purchaser of this Agreement and the Purchaser Ancillary Documents to which each is or will be a party and the consummation performance by Sellers Purchaser of the transactions contemplated hereby by this Agreement and thereby such Purchaser Ancillary Documents to be consummated performed by the Sellers it have been or, in the case of the Purchaser Ancillary Documents, will at the Closing be, duly authorized by all necessary corporate action on the part of Sellers, including, without limitation, all requisite approval by the stockholders of the Sellers pursuant to the Articles of Incorporation or By-Laws or other organizational documents of Sellers or otherwisePurchaser. This Agreement has been, and each Purchaser Ancillary Document will at the Ancillary Documents to which each Seller is or will be a party have been or will be, as the case may Closing be, duly executed and delivered by each Seller duly authorized officers of Purchaser and, assuming the due execution and constitute or will constitutedelivery of this Agreement and, as the case may beapplicable, any Purchaser Ancillary Document, by Seller, constitutes a valid and binding obligations obligation of Sellers, Purchaser enforceable against it in accordance with their respective its terms, except as enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium, or other similar Laws of general application affecting the enforcement of creditors' ’ rights or by in general and subject to general principles of equity limiting the availability (regardless of equitable remedies (whether applied such enforceability is considered in a proceeding in equity or at law or equitylaw).

Authorization and Effect of Agreement. Sellers have all Each of Seller and Parent has the requisite corporate power and authority to execute and deliver this Agreement and all of the other agreements, certificates and other documents delivered or agreements to be delivered on or after the date hereof and entered into by such party at or prior to the Closing in connection with the transactions contemplated hereby (the "Seller Ancillary Documents") to which each is or will be a party, and to consummate perform the transactions contemplated hereby and therebythereby to be performed by it. The execution and delivery by Sellers each of Seller and Parent of this Agreement and the Seller Ancillary Documents to which each is or will be a party and the consummation performance by Sellers each of them of the transactions contemplated hereby and thereby to be consummated performed by it have been, or, in the Sellers have been case of the Seller Ancillary Documents, will at the Closing be, duly authorized by all necessary corporate and shareholder action on the part of Sellers, including, without limitation, all requisite approval by the stockholders of the Sellers pursuant to the Articles of Incorporation or By-Laws or other organizational documents of Sellers or otherwiseSeller and Parent. This Agreement has been, and the Ancillary Documents to which each Seller is or Ancillary Document will be a party have been or will be, as at the case may Closing be, duly executed and delivered by duly authorized officers of each of Seller and, as applicable, Parent and, assuming the due execution and delivery of this Agreement and, as applicable, any Seller Ancillary Document, by Purchaser, this Agreement constitutes, and each Seller and constitute or Ancillary Document will at the Closing constitute, as the case may be, a valid and binding obligations obligation of SellersSeller and, as applicable, Parent, enforceable against Seller and, as applicable, Parent in accordance with their respective its terms, except as enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium, or other similar Laws of general application laws affecting the enforcement of creditors' rights or by in general and subject to general principles of equity limiting the availability (regardless of equitable remedies (whether applied such enforceability is considered in a proceeding in equity or at law or equitylaw).

Authorization and Effect of Agreement. Sellers have The Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and all of the other agreements, certificates and other documents delivered or to be delivered on or after the date hereof and at or prior to the Closing in connection with the transactions contemplated hereby (the "Ancillary Documents") Documents to which each it is or will be a party, party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Sellers the Purchaser of this Agreement and the Ancillary Documents to which each it is or will be a party and the consummation by Sellers the Purchaser of the transactions contemplated hereby and thereby to be consummated by the Sellers it have been duly authorized by all necessary corporate action on the part of Sellersthe Purchaser and on the part of ASG. Without limiting the generality of the foregoing, including, without limitation, all requisite approval the Board of Directors of ASG has duly approved the execution and delivery by the stockholders Purchaser of this Agreement and the Ancillary Documents to which it is or will be a party and the consummation by the Purchaser of the Sellers pursuant transactions contemplated hereby and thereby to be consummated by it. Furthermore, the Articles Board of Incorporation or By-Laws or other organizational documents Directors of Sellers or otherwiseASG has duly approved the execution and delivery by ASG of the Guaranty and the performance by ASG of its obligations thereunder. This Agreement and the Ancillary Documents to which each Seller the Purchaser is or will be a party have been or will be, as the case may be, duly executed and delivered by each Seller the Purchaser and constitute or will constitute, as the case may be, valid and binding obligations of Sellersthe Purchaser, enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar Laws laws of general application affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies (whether applied in a proceeding in equity or at law or equitylaw).