Common use of Authorization; Binding Agreement Clause in Contracts

Authorization; Binding Agreement. The Shareholder has all legal right, power, authority and capacity to execute and deliver this Agreement and the Proxy and to consummate the transactions contemplated hereby and thereby. This Agreement and the Proxy have been duly and validly authorized, executed and delivered by or on behalf of the Shareholder, and, assuming due authorization, execution and delivery by Parent, each constitutes a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, subject to (i) the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors' rights generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authorization; Binding Agreement. The Shareholder Stockholder has all legal right, power, authority and capacity to execute and deliver this Agreement and the Proxy and to consummate the transactions contemplated hereby and thereby. This Agreement and the Proxy have been duly and validly authorized, executed and delivered by or on behalf of the Shareholder, Stockholder and, assuming due authorization, execution and delivery by ParentBuyer, each constitutes a legal, valid and binding obligation of the ShareholderStockholder, enforceable against the Shareholder Stockholder in accordance with its terms, subject to (i) the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors' ’ rights generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remediesgenerally.

Authorization; Binding Agreement. The Each Principal Shareholder has all legal right, power, authority and capacity to execute and deliver this Agreement and the Proxy Agreement, to perform his, her or its obligations hereunder, and to consummate the transactions contemplated hereby and therebyhereby. This Agreement and the Proxy have has been duly and validly authorized, executed and delivered by or on behalf of the Shareholder, each Principal Shareholder and, assuming its due authorization, execution and delivery by Parentor on behalf of the Purchaser, each constitutes a the legal, valid and binding obligation obligations of the each Principal Shareholder, enforceable against the such Principal Shareholder in accordance with its terms, subject to (i) the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors' ’ rights generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remediesgenerally.

Authorization; Binding Agreement. The Shareholder Purchaser has all legal right, power, authority and capacity to execute and deliver this Agreement and the Proxy to perform its obligations hereunder, and to consummate the transactions contemplated hereby and therebyhereby. This Agreement and the Proxy have has been duly and validly authorized, executed and delivered by or on behalf of the Shareholder, Purchaser and, assuming its due authorization, execution and delivery by Parentor on behalf of the Principal Shareholders, each constitutes a the legal, valid and binding obligation of the ShareholderPurchaser, enforceable against the Shareholder Purchaser in accordance with its terms, subject to (i) the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors' ’ rights generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remediesgenerally.

Authorization; Binding Agreement. The Shareholder has all legal right, power, authority and capacity to execute and deliver this Agreement and the Proxy and to consummate the transactions contemplated hereby and thereby. This Agreement and the Proxy have been duly and validly authorized, executed and delivered by or on behalf of the Shareholder, Shareholder and, assuming due authorization, execution and delivery by Parent, each constitutes a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, subject to (i) the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors' rights generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authorization; Binding Agreement. The Each Principal Shareholder has all legal right, power, authority and capacity to execute and deliver this Agreement and the Proxy Agreement, to perform his, her or its obligations hereunder, and to consummate the transactions contemplated hereby and therebyhereby. This Agreement and the Proxy have has been duly and validly authorized, executed and delivered by or on behalf of the Shareholder, each Principal Shareholder and, assuming its due authorization, execution and delivery by Parentor on behalf of the Purchaser, each constitutes a the legal, valid and binding obligation obligations of the each Principal Shareholder, enforceable against the such Principal Shareholder in accordance with its terms, subject to (i) the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors' ’ rights generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.generally. SECTION 2.02

Authorization; Binding Agreement. The Shareholder Purchaser has all legal right, power, authority and capacity to execute and deliver this Agreement and the Proxy to perform its obligations hereunder, and to consummate the transactions contemplated hereby and therebyhereby. This Agreement and the Proxy have has been duly and validly authorized, executed and delivered by or on behalf of the Shareholder, Purchaser and, assuming its due authorization, execution and delivery by Parentor on behalf of the Principal Shareholders, each constitutes a the legal, valid and binding obligation of the ShareholderPurchaser, enforceable against the Shareholder Purchaser in accordance with its terms, subject to (i) the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors' ’ rights generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.generally. SECTION 3.02

Authorization; Binding Agreement. The Shareholder has all legal right, power, authority and capacity to execute and deliver this Agreement and the Proxy and to consummate the transactions contemplated hereby and thereby. This Agreement and the Proxy have been duly and validly authorized, executed and delivered by or on behalf of the Shareholder, Shareholder and, assuming due authorization, execution and delivery by Parent, each constitutes a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, subject to (i) the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors' ’ rights generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authorization; Binding Agreement. The Shareholder Stockholder has all legal right, power, authority and capacity to execute and deliver this Agreement and the Proxy to perform Stockholder’s obligations hereunder, and to consummate the transactions contemplated hereby and therebyhereby. This Agreement and the Proxy have has been duly and validly authorized, executed and delivered by or on behalf of the Shareholder, Stockholder and, assuming its due authorization, execution and delivery by or on behalf of Parent, each constitutes a legal, valid and binding obligation of the ShareholderStockholder, enforceable against the Shareholder Stockholder in accordance with its terms, subject to (i) the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors' ’ rights generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.