Common use of Authorization; Binding Effect; No Breach Clause in Contracts

Authorization; Binding Effect; No Breach. (1) The execution, delivery and performance of each Transaction Document to which the Seller or any of the Designated Sellers is, or on the Closing Date will become, a Party have been duly authorized by the Seller, or shall at the applicable Closing be duly authorized by the relevant Designated Sellers, as applicable. Each Transaction Document to which the Seller or a Designated Seller is a Party constitutes, or upon execution thereof will constitute, a valid and binding obligation of the Seller or the Designated Seller, as applicable, enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization and similar Law s affecting generally the enforcement of the rights of contracting parties, by provisions of the Laws regarding the currency of judgments and subject to a court's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies.

Authorization; Binding Effect; No Breach. (1) The execution, delivery and performance of each Transaction Document to which the Seller Purchaser or any of the Designated Sellers Purchasers is, or on the Closing Date will becomebe, a Party have been duly authorized by the Seller, or shall at the applicable Closing be duly authorized by Purchaser and the relevant Designated SellersPurchaser, as applicable. Each Transaction Document to which the Seller Purchaser or a Designated Seller Purchaser is a Party constitutes, or upon execution thereof will constitute, a valid and binding obligation of the Seller Purchaser or the Designated SellerPurchaser, as applicable, enforceable against it such Person in accordance with its respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization and other similar Law s Laws affecting generally the enforcement of the rights of contracting partiesParties, by provisions provision of the Laws regarding the currency of judgments judgments, and subject to a court's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies.