Common use of Authorization and Validity of Agreement Clause in Contracts

Authorization and Validity of Agreement. Purchaser has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions in accordance with the terms hereof. The Board of Directors and Shareholders of Purchaser have duly authorized the execution, delivery and performance of this Agreement by Purchaser, and no other action or other proceedings on the part of Purchaser is necessary to authorize this Agreement or the Transactions. This Agreement has been duly and validly executed and delivered by Purchaser and, assuming this Agreement constitutes the legal, valid and binding obligation of the Company, constitutes the legal, valid and binding obligation of Purchaser, enforceable against such Purchaser in accordance with its terms, except as enforcement thereof may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization and Validity of Agreement. Each Purchaser has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions Transactions in accordance with the terms hereof. The Board of Directors and Shareholders Managers of each Purchaser have has duly authorized the execution, delivery and performance of this Agreement by such Purchaser, and no other action or other proceedings on the part of either Purchaser is necessary to authorize this Agreement or the Transactions. This Agreement has been duly and validly executed and delivered by each Purchaser and, assuming this Agreement constitutes the legal, valid and binding obligation of the Company, constitutes the legal, valid and binding obligation of each Purchaser, enforceable against such Purchaser in accordance with its terms, except as enforcement thereof may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization and Validity of Agreement. Purchaser The Company has the requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof. The Board of Directors and Shareholders of Purchaser have has duly authorized the execution, delivery and performance of this Agreement by Purchaserand the transactions contemplated hereby, and no other action or other corporate proceedings on the part of Purchaser is the Company are necessary to authorize this Agreement or the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser the Company and, assuming this Agreement constitutes the legal, valid and binding obligation of the CompanyPurchaser, constitutes the legal, valid and binding obligation of Purchaserthe Company, enforceable against such Purchaser the Company in accordance with its terms, except as enforcement thereof may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' ’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization and Validity of Agreement. Purchaser has the all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof. The Board of Directors and Shareholders of Purchaser have has duly authorized the execution, delivery and performance of this Agreement by Purchaser, and no other action or other corporate proceedings on the part of Purchaser is are necessary to authorize this Agreement or the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser and, assuming this Agreement constitutes the legal, valid and binding obligation of the Company, constitutes the legal, valid and binding obligation of Purchaser, enforceable against such each Purchaser in accordance with its terms, except as enforcement thereof may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization and Validity of Agreement. Purchaser The Seller has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof. The Seller's Board of Directors and Shareholders of Purchaser have duly authorized the execution, delivery and performance of this Agreement by Purchaserthe Seller, and no other action or other corporate proceedings on the part of Purchaser the Seller is necessary to authorize this Agreement or the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser the Seller and, assuming this Agreement constitutes the legal, valid and binding obligation of the CompanyAcquirer, it constitutes the legal, valid and binding obligation of Purchaserthe Seller, enforceable against such Purchaser it in accordance with its terms, except as such enforcement thereof may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization and Validity of Agreement. The Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof. The Board of Purchaser's Directors and Shareholders of Purchaser have duly authorized the execution, delivery and performance of this Agreement by the Purchaser, and no other action or other corporate proceedings on the part of the Purchaser is are necessary to authorize this Agreement or the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Purchaser and, assuming this Agreement constitutes the legal, valid and binding obligation of the Company, constitutes the legal, valid and binding obligation of the Purchaser, enforceable against such the Purchaser in accordance with its terms, except as enforcement thereof may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization and Validity of Agreement. Each Purchaser has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions Transactions in accordance with the terms hereof. The Board of Directors and Shareholders Managers of each Purchaser have has duly authorized the execution, delivery and performance of this Agreement by such Purchaser, and no other action or other proceedings on the part of either Purchaser is necessary to authorize this Agreement or the Transactions. This Agreement has been duly and validly executed and delivered by each Purchaser and, assuming this Agreement constitutes the legal, valid and binding obligation of the Company, constitutes the legal, valid and binding obligation of each Purchaser, enforceable against such Purchaser in accordance with its terms, except as enforcement thereof may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). SECTION 5.03.

Authorization and Validity of Agreement. Purchaser Acquiror has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof. The Acquiror's Board of Directors and Shareholders of Purchaser have has duly authorized the execution, delivery and performance of this Agreement by PurchaserAcquiror, and no other action or other corporate proceedings on the part of Purchaser is Acquiror are necessary to authorize this Agreement or the Transactionstransactions contemplated hereby. This The Agreement has been duly and validly executed and delivered by Purchaser Acquiror and, assuming this Agreement constitutes the legal, valid and binding obligation of the CompanyShareholders, constitutes the legal, valid and binding obligation of PurchaserAcquiror, enforceable against such Purchaser Acquiror in accordance with its terms, except as enforcement thereof may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization and Validity of Agreement. Purchaser The Company has the requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof. The Board of Directors and Shareholders of Purchaser have has duly authorized the execution, delivery and performance of this Agreement by Purchaserand the transactions contemplated hereby, and no other action or other corporate proceedings on the part of Purchaser is the Company are necessary to authorize this Agreement or the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser the Company and, assuming this Agreement constitutes the legal, valid and binding obligation of the CompanyPurchaser, constitutes the legal, valid and binding obligation of Purchaserthe Company, enforceable against such Purchaser the Company in accordance with its terms, except as enforcement thereof may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization and Validity of Agreement. Purchaser Acquirer has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof. The Acquirer's Board of Directors and Shareholders of Purchaser have has duly authorized the execution, delivery and performance of this Agreement by PurchaserAcquirer, and no other action or other corporate proceedings on the part of Purchaser is Acquirer are necessary to authorize this Agreement or the Transactionstransactions contemplated hereby. This The Agreement has been duly and validly executed and delivered by Purchaser Acquirer and, assuming this Agreement constitutes the legal, valid and binding obligation of the CompanySeller, it constitutes the legal, valid and binding obligation of PurchaserAcquirer, enforceable against such Purchaser Acquirer in accordance with its terms, except as such enforcement thereof may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).