Common use of Authorization and Validity of Agreement Clause in Contracts

Authorization and Validity of Agreement. The Seller has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and, assuming the due execution of this Agreement by the Purchaser, is a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles.

Authorization and Validity of Agreement. The Seller has full all requisite power and authority to execute enter into this Agreement and deliver this Agreement, to perform carry out its obligations hereunder. The execution and delivery of this Agreement and the performance of Seller's obligations hereunder have been duly authorized by all necessary corporate action, and no other proceeding on the part of Seller is necessary to consummate the transactions contemplated herebyauthorize such execution, delivery and performance. This Agreement has been duly executed by Seller and delivered by the Seller and, assuming the due execution of this Agreement by the Purchaser, is a constitutes its valid and legally binding obligation of the Sellerobligation, enforceable against the Seller it in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles.

Authorization and Validity of Agreement. The Seller has full power and authority (corporate or otherwise) to execute and deliver this Agreement, to perform its their obligations hereunder hereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and, assuming the due execution of this Agreement by the Purchaser, is a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles.

Authorization and Validity of Agreement. The Seller has full power and authority (corporate or otherwise) to execute and deliver this Agreement, to perform its his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed by Seller and delivered by the Seller and, assuming the due execution of this Agreement by the Purchaser, is a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms. At Closing, except to Seller shall deliver a resolution by its Board of Directors approving and authorizing the extent that its enforceability may be subject to applicable bankruptcy and similar laws affecting the enforcement execution of creditors' rights generally and to general equitable principlesthis Agreement, as well as any necessary consent by existing shareholders.

Authorization and Validity of Agreement. The Seller has full all requisite corporate power and authority to execute and deliver enter into this Agreement, and to perform its respective obligations hereunder hereunder. The execution and delivery by Seller of this Agreement to consummate which it is a party and the transactions contemplated herebyconsummation by it of the Transactions have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by Seller and is the Seller and, assuming the due execution of this Agreement by the Purchaser, is a valid and binding obligation of the Seller, Seller enforceable against the Seller it in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles.

Authorization and Validity of Agreement. The Seller has full power and authority (corporate or otherwise) to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and, assuming the due execution of this Agreement by the Purchaser, is a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles.

Authorization and Validity of Agreement. The Seller has full the requisite corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyhereunder. This Agreement has been duly executed and delivered by the Seller and, assuming the due execution of this Agreement by the Purchaser, is a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles.