Common use of Authorization; Binding Effect Clause in Contracts

Authorization; Binding Effect. (a) Purchaser has all requisite corporate power and authority to purchase the Purchased Assets and enter into and deliver this Agreement, the Assignment and Assumption Agreement and any related agreements to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by Purchaser of this Agreement, the Assignment and Assumption Agreement and any related agreements to which it will be a party and its consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of Purchaser. (b) This Agreement has been duly executed and delivered by Purchaser and this Agreement is, and the Assignment and Assumption Agreement and any related agreements to which Purchaser will be a party, when duly executed and delivered by Purchaser, will be, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms.

Authorization; Binding Effect. (a) The Purchaser has all requisite corporate power and authority to purchase the Purchased Assets and enter into and deliver this Agreement, the Assignment and Assumption Agreement and any related agreements the Ancillary Agreements to which it will be is a party and party, to perform its obligations hereunder and thereunderthereunder and to consummate the Transaction. The execution execution, delivery and delivery performance by the Purchaser of this Agreement, the Assignment and Assumption Agreement and any related agreements each of the Ancillary Agreements to which it will be the Purchaser is a party and its the consummation of the transactions contemplated hereby and thereby have Transaction has been duly authorized and validly executed and delivered by all necessary corporate action the Purchaser. This Agreement, and each of Purchaser. (b) This Agreement has the Ancillary Agreements to which the Purchaser is a party, have been duly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery by the other parties hereto and thereto (other than the Purchaser), this Agreement isconstitutes, and in the Assignment and Assumption Agreement and any related agreements to which Purchaser will be a party, when duly executed and delivered by Purchaser, will becase of the Ancillary Agreements they constitute, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except as such enforceability may be subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity.