Common use of Authorization; Binding Effect Clause in Contracts

Authorization; Binding Effect. (i) Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (ii) Each Subsidiary that has title to any Purchased Asset or asset acquired after the date hereof that will be a Purchased Asset or an obligation that is or will be an Assumed Liability has all requisite corporate power and authority to execute, deliver and perform the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (b) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and each Subsidiary that has title to any asset that is or will be a Purchased Asset or any obligation that is or will be an Assumed Liability, will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.

Authorization; Binding Effect. (ia) Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to effect consummate the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (iib) Each Subsidiary that has title to any Purchased Asset or asset acquired after the date hereof that will be a Purchased Asset or an obligation that is or will be an Assumed Liability party to a Collateral Agreement has all requisite corporate power and authority to execute, deliver and perform the Collateral Agreements to which it will be a party and to effect consummate the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (bc) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and each any Subsidiary that has title to any asset that is or will be a Purchased Asset or any obligation that is or will be an Assumed Liability, will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.

Authorization; Binding Effect. (ia) Seller has all requisite corporate power and authority to execute, execute and deliver and perform this Purchase Agreement and the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Purchase Agreement and the Collateral Agreements to which it will be a party has have been duly authorized by all requisite corporate action. (ii) . Each Seller Subsidiary that has title to any Purchased Asset or asset acquired after the date hereof that will be a Purchased Asset or an obligation that is or will be an Assumed Liability has all requisite corporate power and authority to execute, execute and deliver and perform the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party has been will be as of the Closing Date (or at the time of any Subsequent Closing, as applicable) duly authorized by all requisite corporate action. (b) This Purchase Agreement has been duly executed and delivered by Seller and this Purchase Agreement is, and the Collateral Agreements to which Seller and each Seller Subsidiary that has title to any asset that is or will be a Purchased Asset or any obligation that is or will be an Assumed Liabilityparty, will be a party when duly executed and delivered by Seller or such Subsidiary Seller Subsidiary, will be, valid and legally binding obligations of Seller or such Seller Subsidiary, enforceable against Seller or such Seller Subsidiary, as applicable, in accordance with their respective terms, except to assuming, in each case, the extent that enforcement of due execution and delivery by the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principlesother party or parties thereto.

Authorization; Binding Effect. (ia) Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it Seller will be a party has been duly authorized by all requisite corporate action. (ii) . Each Subsidiary that has title to any Purchased Asset or asset acquired after the date hereof that will be a Purchased Asset or an obligation that is or will be an Assumed Liability has all requisite corporate power and authority to execute, deliver and perform the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it such Subsidiary will be a party has been duly authorized by all requisite corporate action. (b) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and each Subsidiary that has title to any asset that is or will be a Purchased Asset or any obligation that is or will be an Assumed Liability, will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principlescreditors.

Authorization; Binding Effect. (ia) Each Seller has all requisite corporate power and authority to execute, execute and deliver and perform this Agreement and the each Collateral Agreements Agreement to which it will be a party and to effect the transactions contemplated hereby and thereby. Except as set forth on Schedule 3.2, and the execution, delivery and performance by each Seller of this Agreement and each Collateral Agreement to which it will be a party and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly approved by each Seller's board of directors and, to the extent required by applicable Law or Contract, by any Affiliate of any Seller, and all stockholders or other securityholders of each Seller (and each Affiliate of any Seller) entitled to vote thereon, and no other actions or proceedings on the part of any Seller (or any Affiliates of any Seller or any stockholder or other securityholder of any Seller or any Affiliates of any Seller) are necessary to authorize the execution, delivery and performance by each Seller of this Agreement or the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (ii) Each Subsidiary that has title to any Purchased Asset or asset acquired after the date hereof that will be a Purchased Asset or an obligation that is or will be an Assumed Liability has all requisite corporate power and authority to execute, deliver and perform the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (b) This Except as set forth on Schedule 3.2, this Agreement has been been, and each Collateral Agreement to which Sellers will be a party will be, on or prior to First Stage Closing Date, duly and validly executed and delivered by Seller and each Seller, as applicable. Assuming due execution by Buyers, this Agreement is, and the each Collateral Agreements Agreement to which Seller and each Subsidiary that has title to any asset that is or Sellers will be a Purchased Asset or any obligation that is or will be an Assumed Liabilityparty, will be a party when duly executed and delivered by Seller or such Subsidiary each applicable Seller, will be, valid and legally binding obligations of Seller or such Subsidiaryeach applicable Seller, enforceable against each applicable Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby as such agreements may be affected by subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, insolvency moratorium and other similar Laws of general application laws and equitable principles relating to or affecting or qualifying the rights and remedies of creditors generally and by general equity principlesprinciples of equity.

Authorization; Binding Effect. (ia) The execution and delivery by each of Seller has all requisite corporate power and authority to execute, deliver and perform the Company of this Agreement and the Collateral Agreements other Transaction Documents to which it will be is a party and to effect the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be a party has thereby have been duly authorized by all requisite corporate action. (ii) Each Subsidiary that has title to any Purchased Asset action on the part of each of Seller and the Company. No other corporate proceedings on the part of Seller or asset acquired after the date hereof that will be a Purchased Asset or an obligation that is or will be an Assumed Liability has all requisite corporate power and authority to execute, deliver and perform the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, and Company are required in connection with the execution, delivery and performance by either of such parties of the Collateral Agreements Transaction Documents to which it will be is a party has been duly authorized or the consummation by all requisite corporate action. (b) either of such parties of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Seller and the Company and, assuming due authorization, execution and delivery hereof by Purchaser, this Agreement is, constitutes a binding obligation of each of Seller and the Collateral Agreements Company enforceable against each of Seller and the Company in accordance with its terms, except as may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Each Included Subsidiary and each member of the Seller Group that is a party to a Transaction Document has all requisite corporate or other organizational power and authority to execute and deliver the Transaction Documents to which it is a party and to consummate the transactions contemplated thereby and perform its obligations thereunder. No other corporate proceedings on the part of any Included Subsidiary or member of the Seller and each Subsidiary that has title to any asset Group that is or will be a Purchased Asset or any obligation that is or will be an Assumed Liability, will be a party when to a Transaction Document are necessary to approve and authorize the execution and delivery of the Transaction Documents to which such Included Subsidiary or member of the Seller Group is a party and the consummation of the transactions contemplated thereby. The Transaction Documents to which any Acquired Company or member of the Seller Group is a party will have been duly executed and delivered at the Closing by the Acquired Company or member of the Seller or such Subsidiary Group that is a party thereto and will be, constitute the valid and legally binding obligations agreements of such Acquired Company or member of the Seller or such SubsidiaryGroup, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby as may be affected limited by (i) bankruptcy, insolvency, reorganization, moratorium, insolvency moratorium or other laws relating to creditors rights generally and similar Laws (ii) general principles of general application affecting the rights and remedies equity (regardless of creditors and by general equity principleswhether enforceability is considered in a proceeding at law or in equity).

Authorization; Binding Effect. (i) Seller has all requisite corporate power and authority to execute, perform and deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to effect and consummate the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be a party has have been duly authorized by all requisite corporate action. (ii) Each Subsidiary that has a right, title or interest in, to or under any Purchased Asset or asset acquired after the date hereof that will be which is a Purchased Asset or an has any obligation that which is or will be an Assumed Liability has all requisite corporate power and authority to execute, execute and deliver and perform the Collateral Agreements to which it will be a party and to effect and consummate the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party has have been duly authorized by all requisite corporate action. (b) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and each Subsidiary that has title to any asset that is or will be a Purchased Asset or any obligation that is or will be an Assumed Liabilityparty, will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.

Authorization; Binding Effect. (i) 8.2.1 Seller has all requisite corporate power and authority to execute, deliver and perform execute this Agreement and the Collateral Ancillary Agreements to which it Seller will be a party, and to consummate the transactions contemplated hereby and thereby. The execution of this Agreement and the Ancillary Agreements to which Seller will be a party has been or will be duly authorized by all requisite corporate action. 8.2.2 Each Selling Subsidiary has all requisite corporate power and authority to execute the Ancillary Agreements to which such Selling Subsidiary will be a party and to effect consummate the transactions contemplated hereby and thereby, and by such Ancillary Agreement. The execution of the execution, delivery and performance of this Agreement and the Collateral Ancillary Agreements to which it the Selling Subsidiary will be a party has been duly authorized by all requisite corporate action. (ii) Each Subsidiary that has title to any Purchased Asset or asset acquired after the date hereof that will be a Purchased Asset or an obligation that is or will be an Assumed Liability has all requisite corporate power and authority to execute, deliver and perform the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (b) 8.2.3 This Agreement has been duly executed and delivered by Seller and this Agreement isconstitutes, and the Collateral Ancillary Agreements to which Seller and each Selling Subsidiary that has title to any asset that is or will be a Purchased Asset or any obligation that is or will be an Assumed Liability, will be a party when duly executed and delivered by Seller or such Selling Subsidiary will beconstitute, valid and legally binding legal obligations of Seller or such Selling Subsidiary, enforceable against Seller or such Selling Subsidiary, as applicable, in accordance with their its respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and or similar Laws of general application affecting the rights and remedies of creditors and by general equity principlesprinciples of public policy.

Authorization; Binding Effect. (i) Seller has all requisite corporate power and authority to execute, execute and deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, thereby and has duly authorized the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (ii) Each Subsidiary that has title to any Purchased Asset or asset acquired after the date hereof that will reasonably expected to be a Purchased Asset or an obligation that is or will reasonably expected to be an Assumed Liability has all requisite corporate power and authority to execute, execute and deliver and perform the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, thereby and has duly authorized the execution, delivery and performance of the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (b) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and each Subsidiary that has title to any asset that is or will reasonably expected to be a Purchased Asset or any an obligation that is or will reasonably expected to be an Assumed Liability, Liability will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.

Authorization; Binding Effect. (ia) Seller has all requisite corporate power and authority to execute, execute and deliver and perform this Agreement and the Collateral Agreements to which it will be is a party and to effect the transactions contemplated hereby and thereby, thereby and has duly authorized the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be is a party has been duly authorized by all requisite corporate action. (iib) Each Subsidiary that has title to any Purchased Asset or asset acquired after the date hereof that will be a Purchased Asset or an obligation that is or will be an Assumed Liability IP-Guardian has all requisite corporate power and authority to execute, execute and deliver and perform the Collateral Agreements to which it will be is a party and to effect the transactions contemplated thereby, thereby and has duly authorized the execution, delivery and performance of the Collateral Agreements to which it will be is a party has been duly authorized by all requisite corporate action. (bc) This Agreement has been duly executed and delivered by Seller and this Agreement isis a valid and legally binding obligation of Seller, and enforceable against Seller in accordance with its terms. Each of the Collateral Agreements to which Seller and each Subsidiary that has title to any asset that is or will be a Purchased Asset or any obligation that is or will be an Assumed Liability, will be a party when been duly executed and delivered by Seller or such Subsidiary will beIP-Guardian (as applicable), and is a valid and legally binding obligations obligation of Seller or such Subsidiaryparty, enforceable against Seller or such Subsidiary, as applicable, party in accordance with their respective its terms, except . Each of the preceding sentences is limited to the extent that enforcement of the rights and remedies created hereby and thereby by this Agreement or any Collateral Agreement may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.

Authorization; Binding Effect. (ia) Each Seller has all requisite corporate full power and authority to execute, execute and deliver and perform this Agreement and the Collateral Agreements Transaction Documents to which it will be each is a party and to effect perform its obligations hereunder and thereunder. The Transaction Documents to which each Entity Seller is a party and each Entity Seller’s performance and consummation of the transactions contemplated hereby therein have been approved and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (ii) Each Subsidiary that has title to any Purchased Asset or asset acquired after action of such Entity Seller, and no other Proceedings on the date hereof that will be a Purchased Asset or an obligation that is or will be an Assumed Liability has part of such Entity Seller are necessary therefor. This Agreement and all requisite corporate power and authority to execute, deliver and perform of the Collateral Agreements Transaction Documents to which it will be each Seller is a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (b) This Agreement has have been duly executed and delivered by such Seller and, assuming due authorization, execution and delivery of this Agreement isand the other Transaction Documents by Buyer, this Agreement and each Transaction Document to which such Seller is a party is the valid and legally binding obligation of such Seller, enforceable in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and limitations on enforcement of equitable remedies. (b) CHI and each Managing Owner have full power and authority to execute and deliver the Transaction Documents to which each is a party and to perform their respective obligations hereunder and thereunder. The Transaction Documents to which CHI and each Managing Owner are a party and CHI’s and each Managing Owner’s performance and consummation of the transactions contemplated therein have been approved and authorized by all requisite action of CHI and such Managing Owner, as applicable, and no other legal proceedings on the Collateral Agreements part of CHI or such Managing Owner are necessary therefor. This Agreement and all of the Transaction Documents to which Seller CHI and each Subsidiary that has title to any asset that is or will be a Purchased Asset or any obligation that is or will be an Assumed Liability, will be Managing Owner are a party when have been duly executed and delivered by Seller or CHI and such Subsidiary will beManaging Owner and, assuming due authorization, execution and delivery of this Agreement and the other Transaction Documents by Buyer, this Agreement and each Transaction Document to which CHI and each Managing Owner are a party is the valid and legally binding obligations obligation of Seller or CHI and such SubsidiaryManaging Owner, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective its terms, except subject to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by applicable bankruptcy, reorganization, moratoriuminsolvency, insolvency moratorium and similar Laws other laws affecting creditors’ rights generally from time to time in effect and limitations on enforcement of general application affecting the rights and remedies of creditors and by general equity principlesequitable remedies.

Authorization; Binding Effect. (i) Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (ii) Each Subsidiary that has title to any Purchased Asset or asset acquired after the date hereof that will be a Purchased Asset or an obligation that is or will be an any Assumed Liability has all requisite corporate power and authority to execute, deliver and perform the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (b) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and each Subsidiary that has title to any asset that is or will be a Purchased Asset or any obligation that is or will be an Assumed Liability, Liability will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.

Authorization; Binding Effect. (ia) Seller has all requisite corporate limited liability company power and authority to execute, deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to effect consummate the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be a party has have been duly authorized by all requisite corporate action. (iib) Each Subsidiary that has title to any Purchased Asset or asset acquired after the date hereof that will be a Purchased Asset or an obligation that is or will be an Assumed Liability party to a Collateral Agreement has all requisite corporate or similar power and authority to execute, deliver and perform the Collateral Agreements to which it will be a party and to effect consummate the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party has have been duly authorized by all requisite corporate or similar action. (bc) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and each Subsidiary that has title to any asset that is or will be a Purchased Asset or any obligation that is or will be an Assumed Liability, of its Subsidiaries will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles. 3.4.

Authorization; Binding Effect. (i) Seller has all requisite corporate power and authority to execute, execute and deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (ii) Each Subsidiary that has title to any Purchased Asset or asset acquired after the date hereof that will be a Purchased Asset or an obligation that is or will be an Assumed Liability has all requisite corporate power and authority to execute, execute and deliver and perform the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, thereby and the execution, delivery and performance of the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (b) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and each Subsidiary that has title to any asset that is or will be a Purchased Asset or any obligation that is or will be an Assumed Liability, will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, as applicable, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.