Common use of Authorization; Binding Effect Clause in Contracts

Authorization; Binding Effect. (a) 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 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. (b) Each Subsidiary that will be a 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 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. (c) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and any Subsidiary 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. (a) 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 consummate 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. (b) . Each Subsidiary that will be a 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 consummate 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. (cb) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and any each Subsidiary 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. (a) 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 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. (b) Each Subsidiary that will be a 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 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. (c) 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 any each Selling Subsidiary 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. (a) 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 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. (b) Each Subsidiary that will be a 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 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. (c) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and any Subsidiary 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. (ai) 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 consummate 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. (bii) Each Subsidiary that will be a party to a Collateral Agreement 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 consummate 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. (cb) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and any each Subsidiary 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.

Authorization; Binding Effect. (a) Seller has all requisite corporate or similar power and authority to execute, deliver and perform this Agreement and the Collateral Ancillary Agreements to which it will be a party and to consummate the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Ancillary Agreements to which it will be a party has been duly authorized by all requisite corporate action. (b) Each Subsidiary that will be a 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 consummate the transactions contemplated thereby, and the . The execution, delivery and performance of this Agreement by Seller does not require any approval or authorization of, or any further action by, the Collateral Agreements to which it will be a party board of directors of Seller or any direct or indirect stockholder of Seller. Each of the directors of Seller is aware that Seller has been duly authorized by all requisite corporate actionentered into this Agreement and is aware of the material terms of this Agreement. (cb) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Ancillary Agreements to which Seller and any Subsidiary 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 SubsidiarySeller, 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. (ai) 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 consummate 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 have been duly authorized by all requisite corporate action. (bii) Each Selling Subsidiary that will be a party to a Collateral Agreement 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 consummate effect 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. (cb) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and or any Selling Subsidiary will be a party party, when duly executed and delivered by Seller or such Subsidiary Selling Subsidiary, will be, valid and legally binding obligations of Seller or such Selling Subsidiary, enforceable against Seller or such Selling 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. (ai) 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 consummate 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. (bii) Each Subsidiary that will be a party has title to a Collateral Agreement any Purchased Asset or 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 consummate 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. (cb) 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 Subsidiary Purchased Asset or any 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. (ai) 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. (bii) Each Subsidiary that will be has a party right, title or interest in, to or under any asset which is a Collateral Agreement Purchased Asset or has any obligation which is 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. (cb) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and any each Subsidiary will be a party 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. (a) 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 consummate 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. (b) Each Subsidiary that will be a party to a Collateral Agreement 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 consummate 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. (c) 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 any Subsidiary will be a party when has 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. (a) Seller The Company and each of its Subsidiaries has all requisite full corporate power and authority to executeown, lease and operate its properties and carry on its business as presently conducted. (b) Seller has full limited liability company power and authority to execute and deliver and perform this Agreement and the Collateral Agreements other documents contemplated hereby to which it will be is a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, . The execution and the execution, delivery and performance by Seller of this Agreement and the Collateral Agreements other documents contemplated hereby to which it will be is a party has party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action. (b) Each Subsidiary that will be a 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 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 limited liability company action. (c) This Agreement has and the other documents contemplated hereby to which Seller is a party have been or will be duly executed and delivered by Seller and this Agreement isconstitute, and the Collateral Agreements to which Seller and any Subsidiary will be a party or when duly executed and delivered by Seller or such Subsidiary will beconstitute, the valid and legally binding obligations obligation of Seller or such SubsidiarySeller, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective termsterms and conditions, except to the extent that enforcement of the rights and remedies created hereby and thereby as such enforceability may be affected limited by bankruptcy, insolvency, reorganization, moratorium, insolvency and moratorium or similar Laws of general application affecting the creditors’ rights and remedies of creditors generally and by general equity principlesequitable principles (whether considered in a proceeding at law or in equity).

Authorization; Binding Effect. (a) Seller Each of Buyer, Parent and Merger Sub has all requisite full limited liability company or corporate power and authority to executecarry on its business as is presently conducted, to execute and deliver and perform this Agreement and the Collateral Agreements other documents contemplated hereby to which it will be is a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of Buyer, Parent and the execution, delivery and performance Merger Sub of this Agreement and the Collateral Agreements other documents contemplated hereby to which it will be is a party has party, the performance by Buyer, Parent and Merger Sub of their respective obligations hereunder and thereunder and the consummation by Buyer and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or other organizational action. (b) Each Subsidiary that This Agreement and the other documents contemplated hereby to which Buyer, Parent or Merger Sub is a party have been or will be a 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 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. (c) This Agreement has been duly executed and delivered by Seller Buyer, Parent and this Agreement isMerger Sub and constitute, and the Collateral Agreements to which Seller and any Subsidiary will be a party or when duly executed and delivered by Seller or such Subsidiary will beconstitute, the valid and legally binding obligations obligation of Seller or such SubsidiaryParent, Buyer and Merger Sub, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective termsterms and conditions, except to the extent that enforcement of the rights and remedies created hereby and thereby as such enforceability may be affected limited by bankruptcy, insolvency, reorganization, moratorium, insolvency and moratorium or similar Laws of general application affecting the creditors’ rights and remedies of creditors generally and by general equity principlesequitable principles (whether considered in a proceeding at law or in equity).