Common use of Authorization and Effect of Agreement Clause in Contracts

Authorization and Effect of Agreement. Seller has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder. The execution and delivery by Seller of this Agreement and the Ancillary Agreements and the fulfillment of its obligations under this Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate action on the part of Seller. This Agreement and the Ancillary Agreements have been duly executed and delivered by Seller and, assuming the due execution and delivery of this Agreement and the Ancillary Agreements by Buyer, constitute valid and binding obligations of Seller enforceable in accordance with their terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and subject to the exercise of judicial discretion in accordance with principles of equity.

Authorization and Effect of Agreement. Seller has the all requisite corporate power and authority to execute and to deliver this Agreement and the Ancillary Collateral Agreements to which it is a party (the "Seller Collateral Documents") and to perform its obligations hereunder the transactions contemplated hereby and thereunderthereby. The execution and delivery by Seller of this Agreement and the Ancillary Agreements Seller Collateral Documents and the fulfillment performance by it of its obligations under this Agreement the transactions contemplated hereby and the Ancillary Agreements thereby have been duly authorized by all necessary corporate action on the part of Seller. This Agreement and the Ancillary Agreements Seller Collateral Documents have been duly executed and delivered by Seller and, assuming the due execution and delivery of this Agreement and the Ancillary Agreements by Buyer, constitute each such agreement constitutes a valid and binding obligations agreement of Seller, enforceable against Seller enforceable in accordance with their terms its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, and other similar laws affecting the creditors' rights of creditors and remedies generally and subject subject, as to the exercise of judicial discretion in accordance with enforceability, to general principles of equity.