Common use of Authorization and Effect of Agreement Clause in Contracts

Authorization and Effect of Agreement. Seller has the requisite corporate power to execute and deliver this Agreement and the other agreements to be entered into by it pursuant to this Agreement (the "Seller Ancillary Documents") and to perform the transactions contemplated hereby and thereby to be performed by it. The execution and delivery by Seller of this Agreement and the Seller Ancillary Documents and the performance by it of the transactions contemplated hereby and thereby to be performed by it have been duly authorized by all necessary corporate and shareholder action on the part of Seller. This Agreement and each Seller Ancillary Document have been duly executed and delivered by duly authorized officers of Seller and, assuming the due execution and delivery of this Agreement and, as applicable, any Seller Ancillary Document, by Purchaser, constitutes a valid and binding obligation of Seller enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors' rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization and Effect of Agreement. Seller The Company has the requisite corporate power to execute and deliver this Agreement and the other agreements to be entered into by it pursuant to this Agreement (the "Seller Company Ancillary Documents") and to perform the transactions contemplated hereby and thereby to be performed by it. The execution and delivery by Seller the Company of this Agreement and the Seller Company Ancillary Documents and the performance by it of the transactions contemplated hereby and thereby to be performed by it have been duly authorized by all necessary corporate and shareholder action on the part of Sellerthe Company. This Agreement and each Seller Company Ancillary Document have been duly executed and delivered by duly authorized officers of Seller the Company and, assuming the due execution and delivery of this Agreement and, as applicable, any Seller Company Ancillary Document, by Purchaser, constitutes a valid and binding obligation of Seller the Company enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors' rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization and Effect of Agreement. Seller has the requisite corporate power to execute and deliver this Agreement and the other agreements required by this Agreement to be entered into by it pursuant to this Agreement Seller at the Closing (the "“Seller Ancillary Documents"”) and to perform the transactions contemplated hereby by this Agreement and thereby such Seller Ancillary Documents to be performed by it. The execution and delivery by Seller of this Agreement and the Seller Ancillary Documents and the performance by it of the transactions contemplated hereby by this Agreement and thereby such Seller Ancillary Documents to be performed by it Seller have been or, in the case of the Seller Ancillary Documents, will at the Closing be duly authorized by all necessary corporate and shareholder action on the part of Seller. This Agreement has been, and each Seller Ancillary Document have been will at the Closing be, duly executed and delivered by duly authorized officers of Seller and, assuming the due execution and delivery of this Agreement and, as applicable, any Seller Ancillary Document, by Purchaser, constitutes a valid and binding obligation of Seller enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors' ’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization and Effect of Agreement. Each Seller and the Shareholder has the requisite corporate power to execute and deliver this Agreement and the other agreements to be entered into by it pursuant to this Agreement (the "Seller Ancillary Documents") and to perform the transactions contemplated hereby and thereby to be performed by it. The execution and delivery by each Seller and the Shareholder of this Agreement and the Seller Ancillary Documents and the performance by it of the transactions contemplated hereby and thereby to be performed by it have been duly authorized by all necessary corporate and shareholder action on the part of Sellereach such Seller and the Shareholder. This Agreement and each Seller Ancillary Document have been duly executed and delivered by duly authorized officers of each such Seller and the Shareholder and, assuming the due execution and delivery of this Agreement and, as applicable, any Seller Ancillary Document, by Purchaser, constitutes a valid and binding obligation of each such Seller and the Shareholder enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors' rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization and Effect of Agreement. Seller Purchaser has the requisite corporate power to execute and deliver this Agreement and the other agreements to be entered into by it pursuant to the terms of this Agreement (the "Seller Purchaser Ancillary Documents") and to perform the transactions contemplated hereby and thereby to be performed by it. The execution and delivery by Seller Purchaser of this Agreement and the Seller Purchaser Ancillary Documents and the performance by it of the transactions contemplated hereby and thereby to be performed by it have been duly authorized by all necessary corporate and shareholder action on the part of SellerPurchaser. This Agreement and each Seller Purchaser Ancillary Document have been duly executed and delivered by duly authorized officers of Seller Purchaser and, assuming the due execution and delivery of this Agreement and, as applicable, any Seller Purchaser Ancillary Document, by Purchaserthe Shareholders and Seller, constitutes a valid and binding obligation of Seller Purchaser enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws Laws affecting the enforcement of creditors' rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization and Effect of Agreement. Seller Purchaser has the requisite corporate power to execute and deliver this Agreement and the other agreements to be entered into by it pursuant to the terms of this Agreement (the "Seller Purchaser Ancillary Documents") and to perform the transactions contemplated hereby and thereby to be performed by it, including, without limitation, the Merger. The execution and delivery by Seller Purchaser of this Agreement and the Seller Purchaser Ancillary Documents and the performance by it of the transactions contemplated hereby and thereby to be performed by it it, including, without limitation, the Merger, have been duly authorized by all necessary corporate and shareholder action on the part of SellerPurchaser. This Agreement and each Seller Purchaser Ancillary Document have been duly executed and delivered by duly authorized officers of Seller Purchaser and, assuming the due execution and delivery of this Agreement and, as applicable, any Seller Purchaser Ancillary Document, by Purchaserthe Company and the Shareholders, constitutes a valid and binding obligation of Seller Purchaser enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors' rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).